Common use of Authority; Enforceability Clause in Contracts

Authority; Enforceability. Each Seller has all necessary corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by each Seller of this Agreement and the Ancillary Agreements to which it is a party and the consummation by each Seller of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of each Seller and no other corporate proceedings on the part of any Seller are necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize this Agreement or the Ancillary Agreements to which it is a party or to consummate the transactions contemplated hereby or thereby. Each Seller’s Board of Directors has (i) approved this Agreement and the transactions contemplated hereby, (ii) determined that the terms of this Agreement are fair to and in the best interests of such Seller and its stockholders, and (iii) declared the advisability of this Agreement. This Agreement has been duly executed and delivered by the Sellers, and each Ancillary Agreement will be duly executed and delivered by each Seller party thereto, and, assuming due authorization, execution and delivery by the other parties hereto and thereto, constitutes or will constitute a legal, valid and binding agreement of each Seller enforceable against each Seller in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law).

Authority; Enforceability. Each Seller Such Owner that is not an individual is duly organized and validly existing under the laws of its jurisdiction of formation. Such Owner that is not an individual has all necessary the requisite limited partnership, limited liability company, or corporate power and authority authority, as applicable, to execute and deliver this Agreement and the Ancillary Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by each Seller of this Agreement and the Ancillary Transaction Agreements to which it is a party and to perform its obligations hereunder and thereunder. The execution, delivery and performance of this Agreement and the Transaction Agreements to which such Owner is a party and the consummation by each Seller such Owner that is not an individual of the transactions contemplated hereunder and thereunder have been duly authorized and approved by all necessary partnership, company, or corporate action, as applicable, on the part of such Owner. Such Owner that is an individual has all necessary authority and legal capacity to execute and deliver this Agreement and the Transaction Agreements to which it is a party and to perform its obligations hereunder and thereunder. The execution and delivery of this Agreement and the other Transaction Agreements to which such Owner is a party by such Owner, the performance by such Owner of all the terms and conditions hereof and thereof to be performed by such Owner and the consummation of the transactions contemplated hereby and thereby by such Owner have been duly authorized and validly authorized approved by all necessary corporate requisite action on the part of each Seller such Owner. This Agreement and no the other corporate proceedings on the part of any Seller are necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize this Agreement or the Ancillary Transaction Agreements to which it such Owner is a party or to consummate the transactions contemplated hereby or thereby. Each Seller’s Board of Directors has (i) approved this Agreement and the transactions contemplated hereby, (ii) determined that the terms of this Agreement are fair to and in the best interests of such Seller and its stockholders, and (iii) declared the advisability of this Agreement. This Agreement has have been duly executed and delivered by such Owner. This Agreement and the Sellersother Transaction Agreements to which such Owner is a party constitute the valid and binding obligations of such Owner, and each Ancillary Agreement will be duly executed and delivered by each Seller party thereto, and, enforceable against such Owner in accordance with the terms thereof (assuming the due authorization, execution and delivery thereof by the other parties hereto and thereto, constitutes or will constitute a legal, valid and binding agreement of each Seller enforceable against each Seller in accordance with its terms), subject to the effects of applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and insolvency or other similar Laws laws relating to or affecting the enforcement of creditors’ rights generally and general equitable principles (regardless of whether such enforceability is considered in a proceeding at law or in equity or at lawequity) (collectively, the “Equitable Principles”).

Authority; Enforceability. Each Seller of Parent and Merger Sub has all necessary requisite corporate power and authority to execute and deliver this Agreement and each of the Ancillary other Transaction Agreements to which it such Person is a party, and each instrument required to be executed and delivered by it at the Closing, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, execution and delivery and performance by each Seller of Parent and Merger Sub of this Agreement and Agreement, each of the Ancillary other Transaction Agreements to which it such Person is a party and each instrument required to be executed and delivered by it at the consummation by each Seller Closing and the performance of the transactions contemplated hereby their respective obligations hereunder and thereby thereunder have been duly and validly authorized by all necessary corporate action on the part Board of Directors of each Seller of Parent and Merger Sub and, immediately following the execution hereof, by Parent as the sole stockholder of Merger Sub. Except for filing of the Certificate of Merger, no other corporate proceedings on the part of any Seller Parent or Merger Sub are necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize this Agreement or the Ancillary Agreements to which it is a party or to consummate the transactions contemplated hereby or thereby. Each Seller’s Board consummation of Directors has (i) approved this Agreement and the transactions contemplated hereby, (ii) determined that the terms of this Agreement are fair to and in the best interests of such Seller and its stockholders, and (iii) declared the advisability of this Agreement. This Agreement has and each of the other Transaction Agreements to which Parent or Merger Sub is a party have been duly executed and delivered by each of Parent and Merger Sub (as the Sellers, and each Ancillary Agreement will be duly executed and delivered by each Seller party thereto, case may be) and, assuming due authorization, execution and delivery hereof by the other parties hereto and theretoCompany, constitutes or will constitute a legal, valid and binding agreement obligations of each Seller of Parent and Merger Sub, enforceable against each Seller of Parent and Merger Sub in accordance with its their terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws laws relating to or affecting creditors’ rights generally and generally, general equitable principles (whether considered in a proceeding in equity or at law)) and an implied covenant of good faith and fair dealing.

Authority; Enforceability. (a) Each Seller of the Contributor Parties has all necessary the requisite limited partnership, limited liability company or corporate power and authority authority, as applicable, to execute and deliver this Agreement and the Ancillary Agreements any other Transaction Agreement to which it is a party, to perform carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, execution and delivery and performance by each Seller Contributor Party of this Agreement and the Ancillary Agreements any other Transaction Agreement to which it is a party party, the performance by each Contributor Party of its obligations hereunder and thereunder and the consummation by each Seller Contributor Party of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of each Seller such Contributor Party, and no other partnership, limited liability company or corporate proceedings proceedings, as applicable, on the part of any Seller are Contributor Party or its equityholders is necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize this Agreement or the Ancillary Agreements any other Transaction Agreement to which it any Contributor Party is a party or to consummate the transactions contemplated hereby or and thereby. Each Seller’s Board of Directors has . (ib) approved this Agreement and the transactions contemplated hereby, (ii) determined that the terms of this Agreement are fair to and in the best interests of such Seller and its stockholders, and (iii) declared the advisability of this Agreement. This Agreement has been duly executed and delivered by been, and, upon their execution, the Sellersother Transaction Agreements to which any Contributor Party is a party shall have been, and each Ancillary Agreement will be duly executed and delivered by each Seller party theretoapplicable Contributor Party, and, assuming the due authorization, execution and delivery by Acquirer, this Agreement constitutes and, upon their execution, the other parties hereto and theretoTransaction Agreements to which any Contributor Party is a party shall constitute, constitutes or will constitute a legal, legally valid and binding agreement agreements of each Seller applicable Contributor Party, enforceable against each Seller applicable Contributor Party in accordance with its their respective terms, subject to the effects of except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyancetransfer, reorganization, moratorium and other similar Laws relating to or affecting creditors’ rights generally and subject, as to enforceability, to legal principles of general applicability governing the availability of equitable principles remedies (regardless of whether such enforceability is considered in a proceeding in equity or at law) (collectively, “Creditors’ Rights”).

Authority; Enforceability. Each Seller (i) Subject to the required regulatory approvals as stated in Section 3.6(b), and the approval of the Tidelands shareholders, the execution, delivery and performance of this Agreement and the other transactions contemplated or required in connection herewith will not, with or without the giving of notice or the passage of time, or both: (1) violate any provision of federal or state law applicable to United, the violation of which could be reasonably expected to have an adverse effect on the business, operations, properties, assets, financial condition or prospects of United; (2) violate any provision of the articles of incorporation or bylaws of United; (3) conflict with or result in a breach of any provision of, or termination of, or constitute a default under any instrument, license, agreement, or commitment to which United is a party, which, singularly or in the aggregate, could reasonably be expected to have an adverse effect on the business, operations, properties, assets, financial condition or prospects of United; or (4) constitute a violation of any order, judgment or decree to which United is a party, or by which United or any of its assets or properties are bound. (ii) United has all necessary corporate full power and authority to execute enter into and deliver perform this Agreement and the Ancillary Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery delivery, performance and performance by each Seller terms of this Agreement and the Ancillary Agreements to which it is a party by United and the consummation by each Seller United of the transactions contemplated hereby and thereby have been duly and validly authorized approved by United, including all necessary action by the board of directors of United. No other corporate action proceedings are necessary on the part of each Seller and no other corporate proceedings on the part of any Seller are necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation United to authorize the execution, delivery, and performance of this Agreement or by United and the Ancillary Agreements to which it is a party or to consummate the transactions contemplated hereby or thereby. Each Seller’s Board consummation by United of Directors has (i) approved this Agreement and the transactions contemplated hereby, (ii) determined that the terms of . Assuming this Agreement are fair to and in constitutes the best interests of such Seller and its stockholders, and (iii) declared the advisability of this Agreement. This Agreement has been duly executed and delivered by the Sellers, and each Ancillary Agreement will be duly executed and delivered by each Seller party thereto, and, assuming due authorization, execution and delivery by the other parties hereto and thereto, constitutes or will constitute a legal, valid and binding agreement obligation of each Seller Tidelands, this Agreement constitutes the valid and binding obligation of United, and is enforceable against each Seller in accordance with its terms, subject to except as limited by the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law)General Enforceability Exceptions.

Authority; Enforceability. Each Seller of Parent and Merger Sub has all necessary requisite corporate power and authority to execute and deliver this Agreement, each Related Agreement and the Ancillary Agreements to which it is a party, and each instrument required hereby to be executed and delivered by it at the Closing, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, execution and delivery and performance by each Seller of Parent and Merger Sub of this Agreement, each Related Agreement and the Ancillary Agreements to which it is a party party, and each instrument required hereby to be executed and delivered by Parent and Merger Sub at the Closing and the consummation by each Seller performance of the transactions contemplated hereby their respective obligations hereunder and thereby thereunder have been duly and validly authorized by all necessary corporate action on the part Board of Directors of each Seller of Parent and Merger Sub and by Parent as the sole stockholder of Merger Sub. Except for filing of the Certificate of Merger and obtaining the approval and authorization of this Agreement and the transactions contemplated hereby by votes of the holders of a majority of the then outstanding Parent Common Stock, no other corporate proceedings on the part of any Seller Parent or Merger Sub are necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize this Agreement or the Ancillary Agreements to which it is a party or to consummate the transactions contemplated hereby or thereby. Each Seller’s Board consummation of Directors has (i) approved this Agreement and the transactions contemplated hereby, (ii) determined that the terms of this Agreement are fair to and in the best interests of such Seller and its stockholders, and (iii) declared the advisability of this Agreement. This Agreement has been duly executed and delivered by the Sellers, each of Parent and each Ancillary Agreement will be duly executed and delivered by each Seller party thereto, Merger Sub and, assuming due authorization, execution and delivery hereof by the other parties hereto and theretoCompany, constitutes or will constitute a legal, valid and binding agreement obligation of each Seller of Parent and Merger Sub, enforceable against each Seller of Parent and Merger Sub in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law).

Authority; Enforceability. Each Seller of Onyx and its Designated Affiliates has all necessary the corporate or other power and authority to execute and deliver this Separation Agreement and the Ancillary Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyhereby. The execution, execution and delivery and performance by each Seller of Onyx and its Designated Affiliates of this Separation Agreement and the Ancillary Agreements to which it is a party and the consummation by each Seller of Onyx and its Designated Affiliates of the transactions contemplated hereby and thereby hereunder have been duly and validly authorized by all necessary corporate action on the part of each Seller of Onyx and its Designated Affiliates and the holders of any Equity Interests thereof and no other corporate proceedings or similar proceeding on the part of any Seller Onyx or its Designated Affiliates are necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation applicable Law to authorize this Separation Agreement or the Ancillary Agreements to which it is a party or to consummate the transactions contemplated hereby or thereby. Each Seller’s Board of Directors has (i) approved this Agreement and the transactions contemplated hereby, (ii) determined that the terms of this Agreement are fair to and in the best interests of such Seller and its stockholders, and (iii) declared the advisability of this Agreement. This Separation Agreement has been duly executed and delivered by the Sellerseach of Onyx and, if and each Ancillary Agreement will be duly executed and delivered by each Seller party theretowhen applicable, its Designated Affiliates and, assuming due authorization, execution and delivery by the other parties hereto and theretohereto, constitutes or will constitute a legal, valid and binding agreement of each Seller of Onyx and its Designated Affiliates, enforceable against each Seller of them in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law).

Authority; Enforceability. (a) Each Seller of the Contributor Parties has all necessary corporate the requisite corporate, limited partnership or limited liability company power and authority to execute and deliver this Agreement and the Ancillary other Transaction Agreements to which it is a party and to consummate the transactions contemplated by this Agreement and the other Transaction Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, execution and delivery and performance by each Seller Contributor Party of this Agreement and the Ancillary other Transaction Agreements to which it is a party and the consummation by each Seller Contributor Party of the transactions contemplated hereby by this Agreement and thereby the other Transaction Agreements to which it is a party have been duly and validly authorized by all necessary corporate action on the part of each Seller such Contributor Party, and no other corporate corporate, limited partnership or limited liability company proceedings on the part of any Seller are Contributor Party is necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize this Agreement or and the Ancillary other Transaction Agreements to which it is a party or to consummate the transactions contemplated hereby or thereby. Each Seller’s Board of Directors has (i) approved by this Agreement and the transactions contemplated herebyother Transaction Agreements to which it is a party. (b) This Agreement and the other Transaction Agreements to which a Contributor Party is a party have been, (ii) determined that the terms of this Agreement are fair to and or, in the best interests case of such Seller and its stockholdersthe Transaction Agreements to be delivered after the Execution Date, and (iii) declared the advisability of this Agreement. This Agreement has been will be, duly executed and delivered by the Sellers, and each Ancillary Agreement will be duly executed and delivered by each Seller party theretosuch Contributor Party, and, assuming the due authorization, execution and delivery by the Acquirer Parties, this Agreement and the other parties hereto and thereto, constitutes or will Transaction Agreements to which a Contributor Party is a party constitute a legal, the valid and binding agreement of each Seller such Contributor Party, enforceable against each Seller such Contributor Party in accordance with its terms, subject to the effects of except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyancetransfer, reorganization, moratorium and other similar Laws relating to or affecting creditors’ rights generally and subject, as to enforceability, to legal principles of general applicability governing the availability of equitable remedies, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether such enforceability is considered in a proceeding in equity or at law) (collectively, “Creditors’ Rights”).

Authority; Enforceability. Each Seller (a) The Contributor has all necessary the requisite corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements Transaction Documents to which it is is, or will be, a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, execution and delivery and performance by each Seller the Contributor of this Agreement and the Ancillary Agreements Transaction Documents to which it is the Contributor is, or will be, a party party, and the consummation by each Seller the Contributor of the transactions contemplated hereby and thereby thereby, have been duly and validly authorized by all necessary corporate action on the part of each Seller Contributor, and no other corporate proceedings on the part of any Seller the Contributor are necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize this Agreement or the Ancillary Agreements Transaction Documents to which it is is, or will be, a party or to consummate the transactions contemplated hereby by the Transaction Documents to which it is, or thereby. Each Seller’s Board of Directors has will be, a party. (ib) approved this Agreement The Transaction Documents to which the Contributor is, or will be, a party have been (or will be, when executed and delivered at the transactions contemplated hereby, (iiClosing) determined that the terms of this Agreement are fair to and in the best interests of such Seller and its stockholders, and (iii) declared the advisability of this Agreement. This Agreement has been duly executed and delivered by the Sellers, and each Ancillary Agreement will be duly executed and delivered by each Seller party theretoContributor, and, assuming the due authorization, execution and delivery by the other parties hereto and thereto, constitutes each Transaction Document to which the Contributor is, or will constitute be, a legalparty constitutes (or will constitute, when executed and delivered at the Closing) the valid and legally binding agreement of each Seller the Contributor, enforceable against each Seller the Contributor in accordance with its terms, subject to the effects of except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyancetransfer, reorganization, moratorium and other similar Laws relating to or affecting creditors’ rights generally and subject, as to enforceability, to legal principles of general applicability governing the availability of equitable remedies, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether such enforceability is considered in a proceeding Proceeding in equity or at law) (collectively, “Creditors’ Rights”).

Authority; Enforceability. (a) Each Seller Contributor Party has all necessary corporate the requisite limited liability company power and authority to execute and deliver this Agreement and the Ancillary Agreements Transaction Documents to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby thereby and therebyto perform all the terms and conditions thereof to be performed by it. The execution, execution and delivery and performance by each Seller Contributor Party of this Agreement and the Ancillary Agreements each Transaction Document to which it is a party and party, the consummation by each Seller Contributor Party of the transactions contemplated hereby thereby and thereby the performance by each Contributor Party of all of the terms and conditions thereof to be performed by it have been duly and validly authorized by all necessary corporate action on the part of each Seller such Contributor Party, and no other corporate proceedings on the part of any Seller such Contributor Party are necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize this Agreement or the Ancillary Agreements Transaction Documents to which it is a party, to consummate the transactions contemplated by the Transaction Documents to which it is a party or to consummate the transactions contemplated hereby or thereby. Each Seller’s Board perform all of Directors has (i) approved this Agreement and the transactions contemplated hereby, (ii) determined that the terms of this Agreement are fair and conditions thereof to and in the best interests of such Seller and its stockholders, and be performed by it. (iiib) declared the advisability of this Agreement. This Agreement has The Transaction Documents to which each Contributor Party is a party have been duly executed and delivered by the Sellers, and each Ancillary Agreement will be duly executed and delivered by each Seller party theretosuch Contributor Party, and, assuming the due authorization, execution and delivery by the other parties hereto and thereto, each Transaction Document to which such Contributor Party is a party constitutes or will constitute a legal, the valid and binding agreement of each Seller such Contributor Party, enforceable against each Seller it in accordance with its terms, subject to the effects of except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyancetransfer, reorganization, moratorium and other similar Laws relating to or affecting creditors’ rights generally and subject, as to enforceability, to legal principles of general applicability governing the availability of equitable remedies, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether such enforceability is considered in a proceeding in equity or at law) (collectively, “Creditors’ Rights”).

Authority; Enforceability. (a) Each Seller Azure Party has all necessary corporate the requisite limited liability company or limited partnership power and authority to execute and deliver this Agreement and the Ancillary Agreements Transaction Documents to which it is is, or will be, a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby thereby and therebyto perform all the terms and conditions thereof to be performed by it. The execution, execution and delivery and performance by each Seller Azure Party of this Agreement and the Ancillary Agreements Transaction Documents to which it is such Azure Party is, or will be, a party and party, the consummation by each Seller such Azure Party of the transactions contemplated hereby thereby and thereby the performance by each Azure Party of all of the terms and conditions thereof to be performed by it have been duly and validly authorized by all necessary corporate action on the part of each Seller such Azure Party, and no other corporate proceedings on the part of any Seller such Azure Party are necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize this Agreement or the Ancillary Agreements Transaction Documents to which it is is, or will be, a party or party, to consummate the transactions contemplated hereby by the Transaction Documents to which it is, or thereby. Each Seller’s Board will be, a party or to perform all of Directors has (i) approved this Agreement and the transactions contemplated hereby, (ii) determined that the terms of this Agreement are fair and conditions thereof to be performed by it. (b) The Transaction Documents to which each Azure Party is, or will be, a party have been (or will be, when executed and in delivered at the best interests of such Seller and its stockholders, and (iiiClosing) declared the advisability of this Agreement. This Agreement has been duly executed and delivered by the Sellers, and each Ancillary Agreement will be duly executed and delivered by each Seller party theretosuch Azure Party, and, assuming the due authorization, execution and delivery by the other parties hereto and thereto, constitutes each Transaction Document to which such Azure Party is, or will constitute be, a legalparty constitutes (or will constitute, when executed and delivered at the Closing) the valid and binding agreement of each Seller such Azure Party, enforceable against each Seller such Azure Party in accordance with its terms, subject to the effects of except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyancetransfer, reorganization, moratorium and other similar Laws relating to or affecting creditors’ rights generally and subject, as to enforceability, to legal principles of general applicability governing the availability of equitable remedies, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether such enforceability is considered in a proceeding in equity or at law) (collectively, “Creditors’ Rights”).

Authority; Enforceability. Each Seller has all necessary corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. (a) The execution, delivery and performance by the Company of each Seller of this Agreement and the Ancillary Agreements to which it is a party and the consummation by each Seller of the transactions contemplated hereby and thereby Transaction Documents have been duly and validly authorized by all necessary corporate action. The Company has all requisite power and authority to issue, sell and deliver the Purchased Shares, in accordance with and upon the terms and conditions set forth in this Agreement. On or prior to the Closing Date, all action on required to be taken by the part Company for the authorization, issuance, sale and delivery of each Seller the Purchased Shares, the execution and no other corporate proceedings on delivery of the part Transaction Documents and the consummation of any Seller are necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize this Agreement or the Ancillary Agreements to which it is a party or to consummate the transactions contemplated hereby or therebythereby shall have been validly taken. No approval from the holders of outstanding Common Shares is required under the Organizational Documents of the Company in connection with the Company’s issuance and sale of the Purchased Shares to the Purchasers. (b) Each Seller’s Board of Directors has (i) approved this Agreement and the transactions contemplated hereby, (ii) determined that the terms of this Agreement are fair to and in the best interests of such Seller and its stockholders, and (iii) declared the advisability of this Agreement. This Agreement Transaction Documents has been or, when delivered hereunder, will have been, duly executed and delivered by the SellersCompany. Each of the Transaction Documents constitutes, and each Ancillary Agreement will be duly executed and delivered by each Seller party thereto, and, assuming due authorization, execution and delivery by the other parties hereto and thereto, constitutes or will constitute constitute, a legal, valid and binding agreement obligation of each Seller the Company, enforceable against each Seller in accordance with its terms; provided that, subject with respect to each such agreement, the effects of enforceability thereof may be limited by applicable bankruptcy, insolvency, fraudulent conveyancetransfer, reorganization, moratorium and other or similar Laws relating from time to or time in effect affecting the enforcement of creditors’ rights and remedies generally and by general equitable principles of equity (regardless of whether such principles are considered in a proceeding in equity or at law). (c) Subject to the accuracy of the representations and warranties of each Purchaser set forth in Article IV hereof, the Company has taken all action necessary to exempt from the registration requirements of the Securities Act the issuance and sale of the Purchased Shares. The Company has taken, or prior to Closing will take, all action reasonably necessary to exempt the Purchasers from the provisions of any stockholder rights plan or other “poison pill” arrangement, any anti-takeover, business combination or control share law or statute binding on the Company or to which the Company or any of its assets and properties may be subject and any provision of the Company’s Organizational Documents that is or would reasonably be expected to become applicable to the Purchasers as a result of the transactions contemplated hereby, including without limitation, the issuance of the Purchased Shares and the ownership, disposition or voting of the Purchased Shares by the Purchasers or the exercise of any right granted to the Purchasers pursuant to this Agreement or the other Transaction Documents.

Authority; Enforceability. Each Seller DealerTrack has all necessary the requisite corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements other Transaction Documents and Operations Documents to which it is a party, to perform its obligations hereunder and thereunder thereunder, and to consummate the transactions contemplated hereby and thereby. The execution, execution and delivery and performance by each Seller DealerTrack of this Agreement and the Ancillary Agreements other Transaction Documents and Operations Documents to which it is a party party, and the performance by it of its respective obligations hereunder and thereunder, have been duly authorized by all necessary actions by it, and no other action on the part of DealerTrack or its equity holders is necessary to approve this Agreement, the other Transaction Documents and Operations Documents, or the consummation by each Seller of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of each Seller and no other corporate proceedings on the part of any Seller are necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize this Agreement or the Ancillary Agreements to which it is a party or to consummate the transactions contemplated hereby or thereby. Each Seller’s Board of Directors has (i) approved this Agreement and the transactions contemplated hereby, (ii) determined that the terms of this Agreement are fair to and in the best interests of such Seller and its stockholders, and (iii) declared the advisability of this Agreement. This Agreement has been been, and each other Transaction Document and Operations Document to which DealerTrack is a party, when executed, will be, duly executed and delivered by the SellersDealerTrack, and each Ancillary Agreement will be duly executed and delivered by each Seller party thereto, and, assuming due authorization, execution and delivery by the other parties hereto and thereto, constitutes each such agreement constitutes, or will constitute at the time of execution, a legal, valid and binding agreement of each Seller DealerTrack, enforceable against each Seller it in accordance with its termssuch agreement’s terms and conditions, subject to except as the effects of same may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, fraudulent transfer, preference, moratorium and or other similar Laws now or hereafter in effect relating to or affecting creditors’ rights creditors generally and or by general equitable equity principles (regardless of whether such enforceability is considered in a proceeding Proceeding in equity or at law)) and except that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any Proceeding may be brought.

Authority; Enforceability. Each Seller (a) With respect to any Contributor that is an entity, such Contributor has all necessary corporate requisite organizational power and authority to execute and deliver this Agreement and the Ancillary Agreements other Transaction Documents to which it is or will be a party, and to perform its obligations hereunder consummate the transactions contemplated hereby and thereunder thereby. With respect to any Contributor that is an individual, such individual has full capacity to execute and deliver this Agreement and the other Transaction Documents to which it is or will be a party, and to consummate the transactions contemplated hereby and thereby. The execution, execution and delivery and performance by each Seller such Contributor of this Agreement and the Ancillary Agreements other Transaction Documents to which it such Contributor is or will be a party party, and the consummation by each Seller such Contributor of the transactions contemplated hereby and thereby thereby, have been duly and validly authorized by all necessary corporate action on the part of each Seller such Contributor, and no other corporate proceedings on the part of any Seller such Contributor are necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize this Agreement or and the Ancillary Agreements other Transaction Documents to which it is or will be a party or to consummate the transactions contemplated by hereby or and thereby. Each Seller’s Board of Directors has . (ib) approved this This Agreement and the transactions contemplated hereby, (ii) determined that the terms of this Agreement are fair other Transaction Documents to and in the best interests of which such Seller and its stockholders, and (iii) declared the advisability of this Agreement. This Agreement has Contributor is or will be a party have been duly executed and delivered by the Sellers, and each Ancillary Agreement will be duly executed and delivered by each Seller party theretosuch Contributor, and, assuming the due authorization, execution and delivery by the other parties hereto and thereto, constitutes this Agreement and each Transaction Document to which such Contributor is or will constitute be a legal, party constitutes the valid and binding agreement of each Seller such Contributor, enforceable against each Seller such Contributor in accordance with its terms, subject to the effects of except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyancetransfer, reorganization, moratorium and other similar Laws relating to or affecting creditors’ rights generally and subject, as to enforceability, to legal principles of general applicability governing the availability of equitable remedies, including principles of good faith and fair dealing (regardless of whether such enforceability is considered in a proceeding in equity or at law) (collectively, “Creditors’ Rights”).

Authority; Enforceability. Each Seller has all necessary corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. (a) The execution, delivery and performance by the Company of each Seller of this Agreement and the Ancillary Agreements to which it is a party and the consummation by each Seller of the transactions contemplated hereby and thereby Transaction Documents have been duly and validly authorized by all necessary corporate action. The Company has all requisite power and authority to issue the Purchased Shares. On or prior to the Closing Date, all action on required to be taken by the part Company for the authorization and issuance of each Seller the Purchased Shares, the execution and no other corporate proceedings on delivery of the part Transaction Documents and the consummation of any Seller are necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize this Agreement or the Ancillary Agreements to which it is a party or to consummate the transactions contemplated hereby thereby shall have been validly taken. No approval from the holders of outstanding Common Shares is required under the Organizational Documents of the Company or thereby. the rules of the NYSE in connection with the Company’s issuance of the Purchased Shares to the Purchasers. (b) Each Seller’s Board of Directors has (i) approved this Agreement and the transactions contemplated hereby, (ii) determined that the terms of this Agreement are fair to and in the best interests of such Seller and its stockholders, and (iii) declared the advisability of this Agreement. This Agreement Transaction Documents has been or, when delivered hereunder, will have been, duly executed and delivered by the SellersCompany. Each of the Transaction Documents constitutes, and each Ancillary Agreement will be duly executed and delivered by each Seller party thereto, and, assuming due authorization, execution and delivery by the other parties hereto and thereto, constitutes or will constitute constitute, a legal, valid and binding agreement obligation of each Seller the Company, enforceable against each Seller in accordance with its terms; provided that, subject with respect to each such agreement, the effects of enforceability thereof may be limited by applicable bankruptcy, insolvency, fraudulent conveyancetransfer, reorganization, moratorium and other or similar Laws relating from time to or time in effect affecting the enforcement of creditors’ rights and remedies generally and by general equitable principles of equity (regardless of whether such principles are considered in a proceeding in equity or at law). (c) The Company has taken, or prior to Closing will take, all action reasonably necessary to exempt the Purchasers from the provisions of any stockholder rights plan or other “poison pill” arrangement, any anti-takeover, business combination or control share law or statute binding on the Company or to which the Company or any of its assets and properties may be subject and any provision of the Company’s Organizational Documents that is or would reasonably be expected to become applicable to the Purchasers as a result of the transactions contemplated hereby, including without limitation, the issuance of the Purchased Shares and the ownership, disposition or voting of the Purchased Shares by the Purchasers or the exercise of any right granted to the Purchasers pursuant to this Agreement or the other Transaction Documents. (d) As of the date of this Agreement, the Business Combination Agreement and the Debt Commitment Letter are in full force and effect and constitute the legal, valid and binding obligation of the Company and its Subsidiaries, as applicable, enforceable in accordance with its terms; provided that, with respect to each such agreement, the enforceability thereof may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar Laws from time to time in effect affecting the enforcement of creditors’ rights and remedies generally and by general principles of equity (regardless of whether such principles are considered in a proceeding in equity or at law).

Authority; Enforceability. Each Seller Buyer has all necessary corporate the power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party, party and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, execution and delivery and performance by each Seller Buyer of this Agreement and the Ancillary Agreements to which it is a party and the consummation by each Seller Buyer of the transactions contemplated hereby hereunder and thereby thereunder have been duly and validly authorized by all necessary corporate action on the part of each Seller Buyer and no other corporate proceedings on the part holders of any Seller are necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize this Agreement or the Ancillary Agreements to which it is a party or to consummate the transactions contemplated hereby or therebyequity interests thereof. Each SellerBuyer’s Board of Directors has governing body has, at a meeting duly called and held or by written consent, (i) approved this Agreement and the transactions contemplated hereby, hereby and (ii) determined that the terms of this Agreement are fair to and in the best interests interest of such Seller Buyer and its stockholders, and (iii) declared the advisability of this Agreementequityholder(s). This Agreement has been duly executed and delivered by the Sellers, and each Ancillary Agreement to which each Buyer is a party has been or will be duly executed and delivered by each Seller party thereto, Buyer and, assuming due authorization, execution and delivery by the other parties hereto and thereto, constitutes or will constitute a legal, valid and binding agreement of each Seller Buyer, enforceable against each Seller of them in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at lawLaw).

Authority; Enforceability. (i) Each Seller Borrower and Borrower Subsidiary has all necessary the requisite corporate or limited liability company power and authority to execute execute, deliver and deliver this Agreement and perform each of the Ancillary Agreements Loan Documents to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. . (ii) The execution, delivery and performance by of each Seller of this Agreement the Loan Documents which have been executed and to which any Borrower or Borrower Subsidiary is a party and the Ancillary Agreements consummation of the transactions contemplated thereby, have been duly approved by the boards of directors (or boards of managers or members, as applicable) and (to the extent required by law) the shareholders or equityholders of such Borrower or Borrower Subsidiary, respectively, and such approvals have not been rescinded, revoked or modified in any respect. No other corporate or limited liability company action or proceedings on the part of any Borrower or any Borrower Subsidiary are necessary to consummate such transactions. (iii) Each of the Loan Documents to which any Borrower or any Borrower Subsidiary is a party has been duly executed and delivered on behalf of such Person and constitutes its legal, valid and binding obligation, enforceable against such Person in accordance with its terms and is in full force and effect and no material term or condition thereof has been amended, modified or waived from the terms and conditions contained therein as delivered to the Administrative Agent pursuant to Section 5.01(a) without the prior written consent of the Requisite Lenders. (iv) Each of the Loan Documents to which any Borrower or any Borrower Subsidiary is a party, where applicable, creates valid and perfected first priority Liens (subject only to Customary Permitted Liens specified in clauses (a) and (b) of the definition thereof) in the Collateral covered thereby securing the payment of all of the Obligations purported to be secured thereby. (v) Each Borrower and Borrower Subsidiary has performed and complied with all the terms, provisions, agreements and conditions set forth in each Loan Document to which it is a party and required to be performed or complied with by such parties on or before the consummation by each Seller of Closing Date, all filings and recordings and other actions which are necessary or desirable to perfect and protect the transactions contemplated hereby Liens granted pursuant to the Loan Documents and thereby preserve their required priority have been duly and validly authorized by all necessary corporate action on the part of each Seller taken, and no other corporate proceedings on the part Default, Event of Default or breach of any Seller are necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize this Agreement or the Ancillary Agreements to which it is a covenant by any such party or to consummate the transactions contemplated hereby or thereby. Each Seller’s Board of Directors has (i) approved this Agreement and the transactions contemplated hereby, (ii) determined that the terms of this Agreement are fair to and in the best interests of such Seller and its stockholders, and (iii) declared the advisability of this Agreement. This Agreement has been duly executed and delivered by the Sellers, and each Ancillary Agreement will be duly executed and delivered by each Seller party thereto, and, assuming due authorization, execution and delivery by the other parties hereto and thereto, constitutes or will constitute a legal, valid and binding agreement of each Seller enforceable against each Seller in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law)exists thereunder.

Authority; Enforceability. Each Seller (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a partyAgreement, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyhereby. The execution, delivery and performance by each Seller the Company of this Agreement and the Ancillary Agreements to which it is a party and the consummation by each Seller the Company of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of each Seller the Company and no other corporate proceedings on the part of any Seller the Company are necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation DGCL to authorize this Agreement or the Ancillary Agreements to which it is a party or to consummate the transactions contemplated hereby or thereby(other than, with respect to the Diamond Merger, the adoption of this Agreement and the Charter Amendment by the holders of a majority of the outstanding Company Shares) (the “Requisite Company Stockholder Vote”)). Each Seller’s The Company Board of Directors has (i) approved this Agreement and the transactions contemplated hereby, (ii) determined that the terms of this Agreement are fair to and in the best interests of such Seller the Company and its stockholders, and (iii) declared the advisability of this Agreement. This Agreement has been duly executed and delivered by the Sellers, and each Ancillary Agreement will be duly executed and delivered by each Seller party thereto, Company and, assuming due authorization, execution and delivery by the other parties hereto and theretohereto, constitutes or will constitute a legal, valid and binding agreement of each Seller the Company enforceable against each Seller the Company in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law). (b) Attached as Exhibit G hereto is a true and correct copy of the Standalone Drug Sale Agreement. The Company has all requisite power and authority to enter into the Standalone Drug Sale Agreement and consummate the Standalone Drug Sale, and such agreement has been duly and validly executed by the Company and, to the Company’s Knowledge (without any inquiry by any officers of the Company), any other party thereto, and constitutes the valid and binding obligation of the Company and, to the Company’s Knowledge (without any inquiry by any officers of the Company), each party thereto, enforceable against such party in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law). (c) Attached as Exhibit F hereto is a true and correct copy of the Separation Agreement. The Company has all requisite power and authority to enter into the Separation Agreement and consummate the transactions contemplated thereby, and such agreement has been duly and validly executed by the Company and, to the Company’s Knowledge (without any inquiry by any officers of the Company), any other party thereto, and constitutes the valid and binding obligation of the Company and, to the Company’s Knowledge (without any inquiry by any officers of the Company), each party thereto, enforceable against such party in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law). (d) Each of New Diamond and New Diamond Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by New Diamond and New Diamond Merger Sub of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of New Diamond and New Diamond Merger Sub, and no other corporate proceedings on the part of New Diamond or New Diamond Merger Sub are necessary pursuant to their governing documents or the DGCL to authorize this Agreement or to consummate the transactions contemplated hereby (other than, with respect to the Diamond Merger, the adoption of this Agreement by New Diamond as the sole stockholder of New Diamond Merger Sub and, with respect to the Emerald Merger, the adoption of this Agreement by the Company as the sole stockholder of New Diamond). The Company has caused the directors of each of New Diamond and New Diamond Merger Sub to approve and declare advisable, and such directors have approved and declared advisable, this Agreement and the transactions contemplated hereby. This Agreement has been duly executed and delivered by New Diamond and New Diamond Merger Sub and, assuming due authorization, execution and delivery by the other parties hereto, constitutes a legal, valid and binding agreement of each of New Diamond and New Diamond Merger Sub enforceable against New Diamond and New Diamond Merger Sub in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law).

Authority; Enforceability. Each Seller (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a partyAgreement, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyby this Agreement. The execution, delivery and performance by each Seller the Company of this Agreement and the Ancillary Agreements to which it is a party and the consummation by each Seller the Company of the transactions contemplated hereby and thereby by this Agreement have been duly and validly authorized by all necessary corporate action on the part Board of each Seller Directors (upon the unanimous recommendation of the Special Committee), and no other corporate proceedings on the part of any Seller the Company are necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize this Agreement or the Ancillary Agreements to which it is a party or to consummate the transactions contemplated hereby or thereby. Each Seller’s by this Agreement (except that consummation of the Merger is subject to adoption of this Agreement by the affirmative vote of a majority of the votes entitled to be cast by the holders of the outstanding shares of Company Common Stock voting together as a single class (the “Requisite Stockholder Vote”)). (b) The Board of Directors has of the Company, acting upon the unanimous recommendation of the Special Committee, at a meeting duly held on or prior to the date hereof unanimously (i) determined that it is in the best interests of the Company and its stockholders, and declared it advisable, to enter into this Agreement, (ii) approved the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, including the Merger, (iii) resolved to recommend that the stockholders of the Company approve the adoption of this Agreement and directed that such matter be submitted for consideration of the stockholders of the Company at the Stockholders Meeting (this clause (iii), the “Board Recommendation”), and (iv) took all necessary steps so that the provisions of Section 203 of the DGCL and any “moratorium”, “control share acquisition”, “business combination”, “fair price” or other form of anti-takeover Laws or regulations (collectively, “Takeover Laws”) of any jurisdiction that may purport to be applicable to this Agreement do not apply to the execution and delivery of this Agreement and the transactions contemplated hereby, . (iic) determined that the terms of this Agreement are fair to and in the best interests of such Seller and its stockholders, and (iii) declared the advisability of this Agreement. This Agreement has been duly executed and delivered by the Sellers, and each Ancillary Agreement will be duly executed and delivered by each Seller party thereto, Company and, assuming due authorization, execution and delivery by the other parties hereto and theretohereto, constitutes or will constitute a legal, valid and binding agreement of each Seller the Company, enforceable against each Seller the Company in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law). The adoption of this Agreement by the Requisite Stockholder Vote is the only vote of the holders of any class or series of capital stock or other Equity Interests of the Company or any of its Subsidiaries necessary to adopt this Agreement or approve the transactions contemplated by this Agreement.

Authority; Enforceability. Each Seller of the Autodata Parties and NSULC has all necessary the requisite corporate or other organizational power and authority to execute and deliver this Agreement and the Ancillary Agreements other Transaction Documents and Operations Documents to which it is a party, to perform its respective obligations hereunder and thereunder thereunder, and to consummate the transactions contemplated hereby and thereby. The execution, execution and delivery and performance by each Seller of the Autodata Parties and NSULC of this Agreement and the Ancillary Agreements other Transaction Documents and Operations Documents to which it is a party party, and the performance by it of its respective obligations hereunder and thereunder, have been duly authorized by all necessary actions by it, and no other action on the part of such Person or its equity holders is necessary to approve this Agreement, the other Transaction Documents and Operations Documents, or the consummation by each Seller of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of each Seller and no other corporate proceedings on the part of any Seller are necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize this Agreement or the Ancillary Agreements to which it is a party or to consummate the transactions contemplated hereby or thereby. Each Seller’s Board of Directors has (i) approved this Agreement and the transactions contemplated hereby, (ii) determined that the terms of this Agreement are fair to and in the best interests of such Seller and its stockholders, and (iii) declared the advisability of this Agreement. This Agreement has been been, and each other Transaction Document and Operation Document to which such Person is a party, when executed, will be, duly executed and delivered by the Sellerssuch Person, and each Ancillary Agreement will be duly executed and delivered by each Seller party thereto, and, assuming due authorization, execution and delivery by the other parties hereto and thereto, constitutes each such agreement constitutes, or will constitute at the time of execution, a legal, valid and binding agreement of each Seller such Person, enforceable against each Seller it in accordance with its termssuch agreement’s terms and conditions, subject to except as the effects of enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, fraudulent transfer, preference, moratorium and or other similar Laws now or hereafter in effect relating to or affecting creditors’ rights creditors generally and or by general equitable equity principles (regardless of whether such enforceability is considered in a proceeding Proceeding in equity or at law)) and except that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any Proceeding may be brought.

Authority; Enforceability. Each Seller (a) Purchaser has all necessary the requisite corporate power and authority to execute and deliver this Agreement Agreement, and each of the Ancillary Agreements other Transaction Documents to which it is or will be a party, to perform its obligations hereunder and thereunder under each of the other Transaction Documents to which it is or will be a party, and to consummate the transactions contemplated hereby Transactions in accordance with the terms of this Agreement, and therebyeach of the other Transaction Documents to which it is or will be a party. The execution, delivery and performance by each Seller Purchaser of this Agreement and each of the Ancillary Agreements other Transaction Documents to which it is or will be a party and the consummation of the Transactions contemplated by each Seller of the transactions contemplated hereby and thereby Transaction Documents to which it is or will be a party, have been duly and validly authorized by all necessary corporate action on the part of each Seller Purchaser and no other such authorization has not been subsequently modified or rescinded. No additional corporate proceedings on or shareholder authorization is necessary for the part execution, delivery or performance by Purchaser of any Seller are necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize this Agreement or any other Transaction Document to which it is or will be a party or the Ancillary Agreements consummation by Purchaser of the Transaction in accordance with the terms of this Agreement and each other Transaction Document to which it is a party or to consummate the transactions contemplated hereby or thereby. Each Seller’s Board of Directors has party. (ib) approved this This Agreement and each of the transactions contemplated hereby, (ii) determined that the terms of this Agreement are fair other Transaction Documents to and in the best interests of such Seller and its stockholders, and (iii) declared the advisability of this Agreement. This Agreement has which Purchaser is or will be a party have been duly and validly executed and delivered by the Sellers, Purchaser and each Ancillary Agreement will be duly executed and delivered by each Seller party thereto, andconstitutes, assuming due authorization, execution and delivery of this Agreement and the other Transaction Documents by Seller and the other parties thereto, a valid and binding legal obligation of Purchaser, enforceable against Purchaser in accordance with the terms hereof, subject to the Bankruptcy and Equity Exception. Assuming due authorization, execution and delivery of each of the other Transaction Documents to which Purchaser is or will be a party by the other parties hereto and thereto, constitutes or each of the other Transaction Documents will constitute a legal, valid and binding agreement legal obligation of each Seller Purchaser, enforceable against each Seller Purchaser in accordance with its termsthe terms thereof, in each case, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium Bankruptcy and other similar Laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law)Equity Exception.

Authority; Enforceability. (a) Each Seller of Parent and Acquisition Sub has all necessary the corporate or other power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a partyAgreement, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyhereby. The execution, delivery and performance by each Seller of Parent and Acquisition Sub of this Agreement and the Ancillary Agreements to which it is a party and the consummation by each Seller of Parent and Acquisition Sub of the transactions contemplated hereby and thereby hereunder have been duly and validly authorized by all necessary corporate action on the part of each Seller of Parent and Acquisition Sub, and no other corporate proceedings on the part of any Seller Parent or Acquisition Sub are necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation DGCL to authorize this Agreement or the Ancillary Agreements to which it is a party or to consummate the transactions contemplated hereby or thereby. Each Seller’s Board of Directors has (other than (i) approved the adoption of this Agreement by Parent as the sole stockholder of Acquisition Sub and the transactions contemplated hereby, (ii) the approval of the issuance of Parent Shares in connection with the consummation of the Merger (the “Share Issuance”) by the holders of a majority of the votes cast by the holders of outstanding Parent Shares present (in person or by proxy) and entitled to vote on such matter at the Parent Stockholder Meeting, where a quorum is present (the “Requisite Parent Stockholder Vote”)). The boards of directors of Parent and Acquisition Sub have determined that the terms of this Agreement are fair to and it is in the best interests of such Seller Parent and its Acquisition Sub and their respective stockholders, and (iii) declared the advisability of it advisable, to enter into this Agreement, and have approved this Agreement in accordance with the DGCL. This Agreement has been duly executed and delivered by the Sellers, each of Parent and each Ancillary Agreement will be duly executed and delivered by each Seller party thereto, Acquisition Sub and, assuming due authorization, execution and delivery by the other parties hereto and theretohereto, constitutes or will constitute a legal, valid and binding agreement of each Seller of Parent and Acquisition Sub, enforceable against each Seller of them in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law). (b) Parent has all requisite power and authority to enter into the Separation Agreement and to consummate the transactions contemplated thereby, and such agreement has been duly and validly executed by Parent and, to Parent’s Knowledge (without any inquiry by any officers of Parent), any other party thereto, and constitutes the valid and binding obligation of Parent and, to Parent’s Knowledge (without any inquiry by any officers of Parent), each party thereto, enforceable against such party in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law).

Authority; Enforceability. (a) Each Seller of the Contributor Parties has all necessary corporate the requisite partnership power and authority to execute and deliver this Agreement and the Ancillary any other Transaction Agreements to which it is a party, to perform carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, execution and delivery and performance by each Seller Contributor Party of this Agreement and the Ancillary any other Transaction Agreements to which it is a party party, the performance by each Contributor Party of its obligations hereunder and thereunder and the consummation by each Seller Contributor Party of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of each Seller such Contributor Party, and no other corporate partnership proceedings on the part of any Seller are Contributor Party is necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize this Agreement or the Ancillary Agreements any other Transaction Agreement to which it any Contributor Party is a party or to consummate the transactions contemplated hereby or and thereby. Each Seller’s Board of Directors has . (ib) approved this Agreement and the transactions contemplated hereby, (ii) determined that the terms of this Agreement are fair to and in the best interests of such Seller and its stockholders, and (iii) declared the advisability of this Agreement. This Agreement has been duly executed and delivered by been, and, upon their execution, the Sellersother Transaction Agreements to which any Contributor Party is a party shall have been, and each Ancillary Agreement will be duly executed and delivered by each Seller party theretoapplicable Contributor Party, and, assuming the due authorization, execution and delivery by Acquirer, this Agreement constitutes and, upon their execution, the other parties hereto and theretoTransaction Agreements to which any Contributor Party is a party shall constitute, constitutes or will constitute a legal, legal valid and binding agreement agreements of each Seller applicable Contributor Party, enforceable against each Seller applicable Contributor Party in accordance with its their respective terms, subject to the effects of except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyancetransfer, reorganization, moratorium and other similar Laws relating to or affecting creditors’ rights generally and subject, as to enforceability, to legal principles of general applicability governing the availability of equitable principles remedies (regardless of whether such enforceability is considered in a proceeding in equity or at law) (collectively, “Creditors’ Rights”).

Authority; Enforceability. Each Seller The Company has all necessary corporate requisite power and authority to execute and deliver this Agreement and each of the Ancillary Agreements to which it is a party, to perform its obligations hereunder and thereunder and and, upon adoption of this Agreement by the affirmative vote or consent of Stockholders representing a majority of the outstanding Common Shares (the "Requisite Company Vote"), to consummate the transactions contemplated hereby and thereby. The execution, execution and delivery and performance by each Seller the Company of this Agreement and each of the Ancillary Agreements to which it is a party, the performance by the Company of this Agreement and each of the Ancillary Agreements to which it is a party and the consummation by each Seller of the transactions contemplated hereby (including the Merger) and thereby have been duly authorized and validly authorized approved by all necessary corporate action on the part of each Seller the Company, including its board of directors and, upon delivery of the Written Consent promptly following the execution and delivery of this Agreement by the Company pursuant to Section 6.14(a), no other action or corporate proceedings proceeding on the part of any Seller are necessary pursuant to its governing documents the Stockholders or the laws of its jurisdiction of incorporation Company will be necessary to authorize or approve this Agreement or any of the Ancillary Agreements to which it the Company is a party or to consummate the transactions contemplated hereby (including the Merger) or thereby. Each Seller’s Board of Directors has (i) approved this Agreement and the transactions contemplated hereby, (ii) determined that the terms of this Agreement are fair to and in the best interests of such Seller and its stockholders, and (iii) declared the advisability of this Agreement. This Agreement has been duly executed and delivered by the Sellers, Company and each of the Ancillary Agreement Agreements to which it is a party will be duly executed and delivered by the Company. This Agreement constitutes, and each Seller party theretoof the Ancillary Agreements to which the Company is a party, and, assuming due authorization, execution when duly executed and delivery delivered by the other parties hereto and theretoCompany will constitute, constitutes or will constitute a the legal, valid and binding agreement obligation of each Seller the Company enforceable against each Seller the Company in accordance with its their respective terms, subject to the effects of except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other or similar Laws relating to or laws affecting creditors’ ' rights generally and by general equitable principles (whether considered in a proceeding in equity or at law)principles.

Authority; Enforceability. Each Seller has all necessary corporate power The execution and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by each Seller of this Agreement and the Ancillary Agreements other documents and instruments to which it is a party be executed and delivered by Sellers and Shareholders (including the Other Transaction Documents) and the consummation by each Seller of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action Sellers and Shareholders. No other or further act or proceeding on the part of each Seller and no other corporate proceedings on the part of any Seller are Sellers or Shareholders is necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize this Agreement or the Ancillary Agreements other documents and instruments to which it is a party be executed and delivered by Sellers or to consummate Shareholders pursuant hereto (including the Other Transaction Documents) or the consummation of the transactions contemplated hereby or and thereby. Each Seller’s Board Sellers and Shareholders have delivered to Purchaser correct and complete copies of Directors has (i) approved all consents, resolutions and other documents necessary to duly authorize the execution and delivery of this Agreement and the transactions contemplated hereby, (ii) determined that the terms of this Agreement are fair other documents and instruments to and in the best interests of such Seller and its stockholders, and (iii) declared the advisability of this Agreement. This Agreement has been duly be executed and delivered by Sellers and Shareholders pursuant hereto and the Sellersconsummation of the transactions contemplated hereby and thereby. This Agreement constitutes, and each Ancillary Agreement will when executed and delivered, the other documents and instruments to be duly executed and delivered by each Seller party thereto, and, assuming due authorization, execution Sellers and delivery by Shareholders (including the other parties hereto and thereto, constitutes or Other Transaction Documents) will constitute a legalconstitute, valid and binding agreement agreements of each Seller Sellers and Shareholders, enforceable against each Seller in accordance with its their respective terms, subject to the effects of applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or laws affecting creditors’ rights generally and remedies generally, and subject, as to enforceability, to general equitable principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether considered enforcement is sought in a proceeding at law or in equity or at lawequity).

Authority; Enforceability. Each Seller (a) The Company has all necessary the requisite corporate power and authority to execute and deliver enter into this Agreement and and, subject to receipt of the Ancillary Agreements to which it is a partyCompany Stockholder Approval, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyhereby. The Company Board at a duly held meeting and acting upon the recommendation of the Special Committee has unanimously (i) determined that it is in the best interests of the Company and its stockholders, and declared it advisable, to enter into this Agreement, (ii) approved the execution, delivery and performance by each Seller of this Agreement and the Ancillary Agreements to which it is a party consummation of the Merger and the consummation by each Seller other transactions contemplated hereby, and (iii) resolved to recommend that the stockholders of the Company adopt this Agreement (the “Company Recommendation”), which Company Recommendation has not been withdrawn, rescinded or modified in any way as of the date hereof, and directed that such matter be submitted for consideration of the stockholders of the Company at the Company Stockholder Meeting. (b) The affirmative vote of the holders of a majority of the outstanding shares of Company Voting Stock in favor of the adoption of this Agreement (the “Company Stockholder Approval”) is the only vote of holders of securities of the Company that is required to approve this Agreement and consummate the transactions contemplated hereby hereby, including the Merger. (c) Except for the Company Stockholder Approval and thereby have been duly and validly authorized by all necessary corporate action on the part filing of each Seller and the Certificate of Merger with the Secretary of State of the State of Delaware, no other corporate proceedings on the part of any Seller the Company are necessary pursuant to its governing documents or authorize the laws execution and delivery of this Agreement, the performance by the Company of its jurisdiction covenants and obligations hereunder and the consummation of incorporation to authorize this Agreement or the Ancillary Agreements to which it is a party or to consummate the transactions contemplated hereby or thereby. Each Seller’s Board of Directors has (i) approved this Agreement and the transactions contemplated hereby, . (iid) determined that the terms of this Agreement are fair to and in the best interests of such Seller and its stockholders, and (iii) declared the advisability of this Agreement. This Agreement has been duly and validly executed and delivered by the Sellers, and each Ancillary Agreement will be duly executed and delivered by each Seller party thereto, Company and, assuming due authorization, execution and delivery by this Agreement constitutes the other parties hereto and thereto, constitutes or will constitute a legal, valid and binding agreement of each Seller Parent and Merger Sub, constitutes the valid and binding agreement of the Company, enforceable against each Seller the Company in accordance with its terms, except that (i) such enforcement may be subject to the effects of applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and or other similar Laws Laws, now or hereafter in effect, relating to or affecting creditors’ rights generally and general (ii) equitable principles remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought (whether considered in a proceeding in equity or at lawcollectively, the “Enforceability Exceptions”).

Authority; Enforceability. Each Seller TeleCorp has all necessary corporate ------------------------- power and authority to execute and deliver this Agreement, the Tritel Voting Agreement, the Stockholders Agreement, the Investors Stockholder Agreement and each other agreement or instrument required to be executed and delivered by it at the Ancillary Agreements to which it is Closing (each, including the TeleCorp Voting Agreement, the License Extension Amendment, the Indus Amendments, the Airadigm Assignment and the Indus Assignment, a party"Related Agreement"), and to perform its obligations hereunder and ----------------- thereunder and to consummate the transactions contemplated hereby and thereby. The execution, execution and delivery and performance by each Seller TeleCorp of this Agreement and the Ancillary Agreements each Related Agreement to which it is a party party, the performance of its obligations hereunder and thereunder, and the consummation by each Seller TeleCorp of the transactions contemplated hereby and thereby thereby, have been duly and validly authorized by all necessary corporate action on the part of each Seller and no other corporate proceedings on the part of any Seller TeleCorp are necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize this Agreement or the Ancillary Agreements any Related Agreement to which it is a party or to consummate the transactions contemplated hereby or thereby. Each Seller’s Board so contemplated, other than the approval and authorization of Directors has (i) approved this Agreement and the transactions contemplated herebyFirst Merger by votes of the holders of a majority of the outstanding shares of TeleCorp Capital Stock entitled to vote thereon in accordance with the DGCL, TeleCorp's Certificate of Incorporation and By-laws, and the Special Vote (ii) determined that the terms as defined below). Each of this Agreement are fair and the Related Agreements to and in the best interests of such Seller and its stockholders, and (iii) declared the advisability of this Agreement. This Agreement which TeleCorp is a party has been duly and validly executed and delivered by the Sellers, and each Ancillary Agreement will be duly executed and delivered by each Seller party thereto, TeleCorp and, assuming the due authorization, execution and delivery thereof by the all other parties hereto and theretoto each such agreement, constitutes or will constitute a legal, valid and binding agreement obligation of each Seller enforceable against each Seller TeleCorp in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law).

Authority; Enforceability. Each Seller The Member has all necessary corporate the full requisite organizational power and authority to execute and deliver this Agreement and the Ancillary Agreements other Transaction Documents to which it is a partyparty (or is contemplated to be a party at the Closing), and, subject to receipt of the Written Consent, to perform its obligations hereunder under this Agreement and thereunder the other Transaction Documents to which it is a party (or is contemplated to be a party at the Closing), and to consummate the transactions contemplated hereby and thereby. The Subject to receipt of the Written Consent, the execution, delivery and performance by each Seller of this Agreement and the Ancillary Agreements other Transaction Documents to which it the Member is a party (or is contemplated to be a party at the Closing) by the Member and the consummation by each Seller of the transactions contemplated hereby and thereby have been (or will be prior to the Closing) duly and validly authorized by all necessary corporate required organizational action on behalf of the part of each Seller and no other corporate proceedings on the part of any Seller are necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize Member. Assuming that this Agreement or and each of the Ancillary Agreements other Transaction Documents that is a Contract to which it the Member is a party (or is contemplated to consummate be a party at the transactions contemplated hereby or thereby. Each Seller’s Board Closing) is a valid and binding obligation of Directors has (i) approved this Agreement and the transactions contemplated hereby, (ii) determined that the terms of this Agreement are fair to and in the best interests of such Seller and its stockholders, and (iii) declared the advisability of this Agreement. This Agreement has been duly executed and delivered by the Sellers, and each Ancillary Agreement will be duly executed and delivered by each Seller other party thereto, and, assuming due authorization, execution and delivery by the other parties hereto and thereto, this Agreement and each of the other Transaction Documents to which the Member is a party (or is contemplated to be a party at the Closing) constitutes or (or, with respect to such Transaction Documents that are not contemplated to be executed and delivered as of the date hereof, will constitute a legal, at the Closing) the valid and binding agreement obligation of each Seller the Member enforceable against each Seller the Member in accordance with its terms, subject to the effects of except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and or other similar Laws Legal Requirements relating to or affecting creditors’ rights generally and general or by equitable principles (regardless of whether considered enforcement is sought at law or in a proceeding equity). The Board of Managers of the Member has unanimously (a) determined that it is in equity or at law)the best interests of the Member, and declared it advisable, to enter into this Agreement and (b) upon the terms and subject to the conditions of this Agreement, resolved to recommend that the Unitholders adopt this Agreement and to submit this Agreement to the Unitholders for adoption.

Authority; Enforceability. (a) Each Seller of Parent and Merger Sub has all necessary requisite corporate or similar power and authority to execute and deliver enter into this Agreement and the Ancillary Agreements to which it is a partyAgreement, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyhereby. The board of directors (or equivalent governing body) of Parent has approved the execution, delivery and performance by each Seller of this Agreement and the Ancillary Agreements to which it is a party and the consummation by each Seller of the transactions contemplated hereby hereby, including the Merger and thereby have been duly the Financing, and validly authorized the board of directors of Merger Sub has unanimously (i) determined that it is in the best interests of Merger Sub and its sole stockholder, and declared it advisable, to enter into this Agreement, (ii) approved the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, including the Merger, and (iii) resolved to recommend that the sole stockholder of Merger Sub adopt this Agreement and directed that such matter be submitted for consideration of the sole stockholder of Merger Sub. (b) Except for the adoption of this Agreement by all necessary corporate action on Parent, as the part sole stockholder of each Seller Merger Sub (which such adoption shall occur immediately following the execution of this Agreement) and the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, no other corporate or similar proceedings on the part of any Seller Parent or Merger Sub are necessary pursuant to its governing documents authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. No vote of the equityholders of Parent or the laws holders of its jurisdiction any other securities of Parent (equity or otherwise) is required by any applicable Law, the certificate of incorporation to authorize this Agreement or bylaws or other equivalent organizational documents of Parent or the Ancillary Agreements to applicable rules of any exchange on which it is a party or securities of Parent are traded, in order for Parent to consummate the transactions contemplated hereby or thereby. Each Seller’s Board of Directors has hereby. (ic) approved this Agreement and the transactions contemplated hereby, (ii) determined that the terms of this Agreement are fair to and in the best interests of such Seller and its stockholders, and (iii) declared the advisability of this Agreement. This Agreement has been duly and validly executed and delivered by the Sellers, Parent and each Ancillary Agreement will be duly executed and delivered by each Seller party thereto, Merger Sub and, assuming due authorization, execution and delivery by this Agreement constitutes the other parties hereto and thereto, constitutes or will constitute a legal, valid and binding agreement of each Seller the Company, this Agreement constitutes the valid and binding agreement of Parent and Merger Sub, enforceable against each Seller of Parent and Merger Sub in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law)Enforceability Exceptions.

Authority; Enforceability. Each Seller has all necessary corporate power and authority (i) Subject to execute and deliver this Agreement the Required Regulatory Approvals as stated in Section 3.6(a), and the Ancillary Agreements to which it is a partyapproval of the Seller shareholders, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by each Seller of this Agreement and the Ancillary Agreements other transactions contemplated or required in connection herewith will not, with or without the giving of notice or the passage of time, or both: (A) violate any provision of federal or state law applicable to Buyer, the violation of which could be reasonably expected to have an adverse effect on the business, operations, properties, assets, financial condition or prospects of Buyer; (B) violate any provision of the articles of incorporation or bylaws of Buyer; (C) conflict with or result in a breach of any provision of, or termination of, or constitute a default under any instrument, license, agreement, or commitment to which it Buyer is a party and party, which, individually or in the consummation by each Seller of the transactions contemplated hereby and thereby aggregate, would reasonably be expected to have been duly and validly authorized by all necessary corporate action an adverse effect on the part business, operations, properties, assets, financial condition or prospects of each Seller and no other corporate proceedings on the part Buyer; or (D) constitute a violation of any Seller are necessary pursuant order, judgment or decree to its governing documents which Buyer is a party, or the laws by which Buyer or any of its jurisdiction of incorporation assets or properties are bound which, individually or in the aggregate, would reasonably be expected to authorize this Agreement or the Ancillary Agreements have a Material Adverse Effect. (ii) Buyer has full power and authority to which it is a party or to consummate the transactions contemplated hereby or thereby. Each Seller’s Board of Directors has (i) approved enter into and perform this Agreement and the transactions contemplated hereby. The execution, (ii) determined that the delivery, performance and terms of this Agreement by Buyer and the consummation by Buyer of the transactions contemplated hereby have been duly and validly approved by Buyer, including all necessary action by the board of directors of Buyer. No other corporate proceedings are fair necessary on the part of Buyer to and in authorize the best interests of such Seller and its stockholdersexecution, delivery, and (iii) declared the advisability performance of this AgreementAgreement by Buyer and the consummation by Buyer of the transactions contemplated hereby. This Assuming this Agreement has been duly executed and delivered by constitutes the Sellers, and each Ancillary Agreement will be duly executed and delivered by each Seller party thereto, and, assuming due authorization, execution and delivery by the other parties hereto and thereto, constitutes or will constitute a legal, valid and binding agreement obligation of each Seller Seller, this Agreement constitutes the valid and binding obligation of Buyer, and is enforceable against each Seller in accordance with its terms, subject to except as limited by the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law)General Enforceability Exceptions.

Authority; Enforceability. Each Seller (a) Crosstex has all necessary the requisite corporate power and authority to execute and deliver this Agreement and the Ancillary other Transaction Agreements to which it is a party and, subject to receipt of the Crosstex Stockholder Approval, to consummate the transactions contemplated by this Agreement and the other Transaction Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, execution and delivery and performance by each Seller Crosstex of this Agreement and the Ancillary other Transaction Agreements to which it is a party and the consummation by each Seller Crosstex of the transactions contemplated hereby by this Agreement and thereby the other Transaction Agreements to which it is a party have been duly and validly authorized by all necessary corporate action on Crosstex, and, subject to the part accuracy of each Seller and the representations in Section 4.20, except for the Crosstex Stockholder Approval, no other corporate proceedings on the part of any Seller are Crosstex is necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize this Agreement or and the Ancillary other Transaction Agreements to which it is a party or to consummate the transactions contemplated hereby or therebyby this Agreement and the other Transaction Agreements to which it is a party. Each Seller’s The Crosstex Board of Directors has unanimously (i) approved this Agreement and the transactions contemplated hereby, (ii) determined that the terms of this Agreement and the transactions contemplated hereby are advisable, fair to and in the best interests of such Seller Crosstex and its stockholders, stockholders and (iii) declared resolved to recommend that the advisability holders of Crosstex Common Stock vote to adopt this Agreement. . (b) This Agreement has been and the other Transaction Agreements to which Crosstex is a party have been, or, in the case of the Transaction Agreements to be delivered after the Execution Date, will be, duly executed and delivered by the Sellers, and each Ancillary Agreement will be duly executed and delivered by each Seller party theretoCrosstex, and, assuming the due authorization, execution and delivery by the Devon Parties, this Agreement and the other parties hereto and thereto, constitutes or will Transaction Agreements to which Crosstex is a party constitute a legal, the valid and binding agreement of each Seller Crosstex, enforceable against each Seller Crosstex in accordance with its terms, subject to the effects of except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyancetransfer, reorganization, moratorium and other similar Laws relating to or affecting creditors’ rights generally and subject, as to enforceability, to legal principles of general applicability governing the availability of equitable remedies, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether such enforceability is considered in a proceeding in equity or at law) (collectively, “Creditors’ Rights”).

Authority; Enforceability. Each Seller Selling Party has all necessary corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by each Seller Selling Party of this Agreement and the Ancillary Agreements to which it is a party and the consummation by each Seller Selling Party of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of each Seller Selling Party and no other corporate proceedings on the part of any Seller Selling Party are necessary pursuant to its governing documents or the laws Laws of its jurisdiction of incorporation to authorize this Agreement or the Ancillary Agreements to which it is a party or to consummate the transactions contemplated hereby or thereby. Each SellerSelling Party’s Board of Directors has has, at a meeting duly called and held or by written consent, (i) approved this Agreement and the transactions contemplated hereby, hereby and (ii) determined that the terms of this Agreement are fair to and in the best interests of such Seller Selling Party and its stockholders, . No approval of the stockholders of BioScrip is required in connection with the execution and (iii) declared the advisability delivery of this AgreementAgreement or any Ancillary Agreement or the consummation of the transactions contemplated hereby or thereby. This Agreement has been duly executed and delivered by the SellersSelling Parties, and each Ancillary Agreement will be duly executed and delivered by each Seller Selling Party that is a party thereto, and, assuming due authorization, execution and delivery by the other parties hereto and thereto, constitutes or will constitute a legal, valid and binding agreement of each Seller Selling Party enforceable against each Seller Selling Party in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at lawLaw).

Authority; Enforceability. Each Seller of Pubco, the Company and Company Merger Sub’s board of directors has all necessary declared the Merger, this Agreement and the Transactions contemplated herein advisable. Each of Pubco, the Company and Company Merger Sub has the requisite corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party, to perform its obligations hereunder and thereunder each other Transaction Document and to consummate the transactions contemplated hereby and therebyTransactions, other than the Requisite Stockholder Approval. The execution, execution and delivery and performance by each Seller of this Agreement and Agreement, the Ancillary Agreements other Transaction Documents to which it Pubco, the Company and Company Merger Sub is a party and the consummation by each Seller of the transactions contemplated hereby and thereby Transactions have been duly and validly authorized by all necessary corporate action on the part of each Seller and no such Party, other corporate proceedings on than the part of any Seller are necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize this Agreement or the Ancillary Agreements to which it is a party or to consummate the transactions contemplated hereby or thereby. Each Seller’s Board of Directors has (i) approved this Agreement and the transactions contemplated hereby, (ii) determined that the terms of this Agreement are fair to and in the best interests of such Seller and its stockholders, and (iii) declared the advisability of this AgreementRequisite Stockholder Approval. This Agreement has been been, and the other Transaction Documents to which Pubco, the Company and Company Merger Sub is a party will be, duly executed and delivered by Pubco, the SellersCompany and Company Merger Sub, and each Ancillary Agreement will be duly executed and delivered by each Seller party theretoas applicable, and, assuming due authorization, execution and delivery hereof by the other parties hereto and theretoSPAC, constitutes or will constitute a legal, valid and binding agreement obligations of each Seller Pubco, the Company and Company Merger Sub, as applicable, enforceable against each Seller it in accordance with its their terms, subject to the effects effect of any applicable bankruptcy, reorganization, insolvency, fraudulent conveyance, reorganization, moratorium and other or similar Laws relating to or Law affecting creditors’ rights generally and and, as to enforceability, subject to the effect of general equitable principles of equity (regardless of whether such enforceability is considered in a proceeding Proceeding in equity or at lawLaw). The (i) (A) affirmative vote of holders of two-thirds of the Company Common Stock (the “Requisite Company Vote”) having voting power present in person or represented by proxy at a meeting of the Company’s shareholders at which a quorum is present, or (B) written consent of all shareholders of the Company, and (ii) (A) affirmative votes of no less than two-thirds of the votes cast by the Pubco Shareholders, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting of the Pubco Shareholders at which a quorum is present, or (B) written consent by all of the Pubco Shareholders entitled to vote at a general meeting of Pubco, are the only vote or consent of the holders of any class or series of capital stock or other securities of the Company and Pubco necessary to adopt this Agreement and approve the Transactions (collectively, the “Requisite Stockholder Approval”).

Authority; Enforceability. Each Seller (a) The Company has all necessary corporate power and authority to execute and deliver enter into this Agreement and the Ancillary Agreements to which it is a party, to perform carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by each Seller of this Agreement and the Ancillary Agreements to which it is a party and the consummation by each Seller of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of each Seller and no other corporate proceedings on the part of any Seller are necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize this Agreement or the Ancillary Agreements to which it is a party or to consummate the transactions contemplated hereby or thereby. Each Seller’s Board of Directors has (i) approved this Agreement and the transactions contemplated hereby, (ii) determined that the terms of this Agreement are fair to and in the best interests of such Seller and its stockholders, and (iii) declared the advisability of this Agreement. This Agreement has been duly authorized, executed and delivered by the SellersCompany, and each Ancillary Agreement will be duly executed and delivered by each Seller party thereto, and, (assuming due authorization, execution and delivery by the other parties hereto and thereto, Purchaser) constitutes or will constitute a legal, valid and binding agreement obligation of each Seller the Company, enforceable against each Seller the Company in accordance with its terms, subject to the effects effect, if any, of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating laws affecting the rights of creditors generally, and the effect, if any, of general principles of equity. (b) The Shareholders have the full right, power and capacity to execute, deliver and perform this Agreement and each other certificate, agreement, document and instrument to be delivered by the Shareholders in connection with the transactions contemplated by this Agreement (collectively, the "Shareholder Ancillary Documents") and to consummate the transactions ------------------------------- contemplated hereby and thereby. This Agreement and the Shareholder Ancillary Documents have been duly and validly executed and delivered by the Shareholders or, in the case of any Shareholder Ancillary Documents to be executed and delivered hereafter, such Shareholder Ancillary Documents will have been duly and validly executed and delivered as of the Closing. This Agreement and the Shareholder Ancillary Documents each constitute, or affecting creditors’ rights generally in the case of any Shareholder Ancillary Documents to be executed hereafter, such Shareholder Ancillary Documents will constitute the Shareholders' legal, valid and general equitable principles binding obligations, enforceable against the Shareholders in accordance with their terms. The execution, delivery and performance by the Shareholders of this Agreement and the Shareholder Ancillary Documents and consummation of the transactions contemplated hereby and thereby will not, with or without the giving of notice or the passing of time, or both, (whether considered i) violate any provision of law, statute, rule or regulation to which the Shareholders are subject, (ii) violate any order, judgment or decree applicable to the Shareholders, or (iii) violate, conflict with or result in a proceeding in equity breach or at law)a default under, or cause the termination of, any term or condition of any court order, trust document, will, agreement, document or other instrument to which any Shareholder is a party or by which any Shareholder or such Shareholder's properties are bound. (c) The Company is not a guarantor or otherwise liable for the debts or obligations of any other person.

Authority; Enforceability. Each Seller (a) Such Contributor (excluding EFS Holdings and RPS Holdings) has all necessary corporate power the legal capacity and authority to execute and deliver this Agreement and the Ancillary Agreements any other Transaction Documents to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The executionSuch Contributor (excluding Xx. Xxxxxxxxx and Xx. Xxxxxx) is a legal entity duly organized, delivery validly existing and performance in good standing under the Laws of the jurisdiction of its organization, has all requisite organizational power and authority to own, lease and operate its properties and to carry on its business as it is now being conducted and is duly qualified and in good standing to do business as a foreign entity in each jurisdiction in which the nature of the business conducted by each Seller it or the ownership, leasing or operating of this its properties makes such qualification necessary, other than any failure to be so qualified in any such foreign jurisdiction as would not have a Material Adverse Effect. (b) This Agreement and each of the Ancillary Agreements other Transaction Documents to which it such Contributor is a party and the consummation by each Seller of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of each Seller and no other corporate proceedings on the part of any Seller are necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize this Agreement or the Ancillary Agreements to which it is a party or to consummate the transactions contemplated hereby or thereby. Each Seller’s Board of Directors has (i) approved this Agreement and the transactions contemplated hereby, (ii) determined that the terms of this Agreement are fair to and in the best interests of such Seller and its stockholders, and (iii) declared the advisability of this Agreement. This Agreement has been duly executed and delivered by the Sellers, and each Ancillary Agreement will be duly executed and delivered by each Seller party theretosuch Contributor, and, assuming the due authorization, execution and delivery hereof or thereof by the each party hereto or thereto other parties than such Contributor that is a party hereto and or thereto, this Agreement and each other Transaction Document to which such Contributor is a party constitutes or will constitute a the legal, valid and binding agreement obligation of each Seller such Contributor, enforceable against each Seller such Contributor in accordance with its respective terms, subject to the effects except as enforcement of this Agreement or such other Transaction Document may be limited by applicable bankruptcy, insolvency, fraudulent conveyancetransfer, reorganization, moratorium and or other similar Laws relating to or affecting the enforcement of creditors’ rights generally and subject, as to enforceability, to legal principles of general applicability governing the availability of equitable principles remedies (whether considered enforcement is sought in a proceeding in equity or at law) (collectively, “Creditors’ Rights”).

Authority; Enforceability. Each Seller has all necessary corporate the full legal right, power and authority to execute and deliver this Agreement and the Ancillary Agreements each Transaction Document to which he or it is or will become a party, to perform his and its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by each Seller of this Agreement and the Ancillary Agreements each Transaction Document to which it is or will become a party and the consummation by each Seller it of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of each Seller and no other corporate proceedings on the part of any Seller are necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize this Agreement or the Ancillary Agreements to which it is a party or to consummate the transactions contemplated hereby or thereby. Each Seller’s Board of Directors has (i) approved this Agreement and the transactions contemplated hereby, (ii) determined that the terms of this Agreement are fair to and in the best interests of such Seller and its stockholders, and (iii) declared the advisability of this Agreement. This Agreement has been duly executed and delivered by the SellersSeller, and each Ancillary Agreement Transaction Document to which Seller is or will be become a party has been, or when executed shall be, duly executed and delivered by each Seller party thereto, andSeller. This Agreement, assuming due authorization, execution and delivery by the other parties hereto and thereto, constitutes or will constitute that this Agreement is a legal, valid and binding agreement obligation of each Purchaser and the Company, constitutes a valid and binding obligation of Seller enforceable against each Seller in accordance with its terms, subject and each Transaction Document to which Seller is or will become a party, assuming that such Transaction Document is a valid and binding obligation of the effects other parties thereto, is, or when executed shall constitute, a valid and binding obligation of Seller enforceable against Seller in accordance with its terms, in each case except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other or similar Laws relating to or laws affecting creditors’ rights generally and by general principles of equity affecting the availability of specific performance and other equitable principles (whether considered in a proceeding in equity or at law)remedies.

Authority; Enforceability. Each (a) Seller hereby represents and warrants to Buyer that as of the date of this Agreement and as of the Closing Date, Seller has all necessary corporate power and the limited liability company authority to enter into, execute and deliver this Agreement and the Ancillary Agreements Documents to which it Seller is a party, party and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebythereunder. The execution, delivery and performance by each Seller of this Agreement and the Ancillary Agreements Documents to which it Seller is a party party, and the consummation by each Seller of the transactions contemplated hereby and thereby thereby, have been duly authorized by all necessary limited liability company action on the part of Seller. This Agreement constitutes, and validly upon execution of the Ancillary Documents to which Seller is a party, such Ancillary Documents will constitute, the valid and legally binding obligation of Seller, enforceable in accordance with their terms and conditions. (b) HMTS hereby represents and warrants to Buyer that, as of the date of this Agreement and as of the Closing Date, HMTS has the corporate authority to enter into, execute and deliver this Agreement and the Ancillary Documents to which HMTS is a party and to perform its obligations hereunder and thereunder. The execution, delivery and performance by HMTS of this Agreement and the Ancillary Documents to which HMTS is a party, and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate action on the part of each Seller HMTS. This Agreement constitutes, and no other corporate proceedings upon execution of the Ancillary Documents to which HMTS is a party, such Ancillary Documents will constitute, the valid and legally binding obligation of HMTS, enforceable in accordance with their terms and conditions. (c) ProfitMark hereby represents and warrants to Buyer that as of the date of this Agreement and as of the Closing Date, ProfitMark has the limited liability company authority to enter into, execute and deliver this Agreement and the Ancillary Documents to which ProfitMark is a party and to perform its obligations hereunder and thereunder. The execution, delivery and performance by ProfitMark of this Agreement and the Ancillary Documents to which ProfitMark is a party, and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all necessary limited liability company action on the part of any Seller are necessary pursuant ProfitMark. This Agreement constitutes, and upon execution of the Ancillary Documents to its governing documents or which ProfitMark is a party, such Ancillary Documents will constitute, the laws valid and legally binding obligation of its jurisdiction ProfitMark, enforceable in accordance with their terms and conditions. (d) Each Owner Entity Shareholder hereby represents and warrants to Buyer that as of incorporation to authorize the date of this Agreement or and as of the Ancillary Agreements Closing Date such Owner Entity Shareholder has the authority to which it is a party or to consummate the transactions contemplated hereby or thereby. Each Seller’s Board of Directors has (i) approved enter into, execute and deliver this Agreement and the transactions contemplated hereby, (ii) determined that the terms of this Agreement are fair Ancillary Documents to which such Owner Entity Shareholder is a party and in the best interests of such Seller to perform its obligations hereunder and its stockholders, and (iii) declared the advisability of this Agreementthereunder. This Agreement has been duly executed and delivered by the Sellersconstitutes, and each upon execution of the Ancillary Agreement Documents to which such Owner Entity Shareholder is a party, such Ancillary Documents will be duly executed and delivered by each Seller party theretoconstitute, and, assuming due authorization, execution and delivery by the other parties hereto and thereto, constitutes or will constitute a legal, valid and legally binding agreement obligation of each Seller such Owner Entity Shareholder, enforceable against each Seller in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium their terms and other similar Laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law)conditions.

Authority; Enforceability. Each Seller has all necessary corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. (a) The execution, delivery and performance by each the Seller of each the Transaction Documents have been duly authorized by all necessary limited liability company action. The Seller has all requisite power and authority to sell and deliver the Purchased Shares, in accordance with and upon the terms and conditions set forth in this Agreement Agreement. On or prior to the Closing Date, all action required to be taken by the Seller for the sale and delivery of the Ancillary Agreements to which it is a party Purchased Shares, the execution and delivery of the Transaction Documents and the consummation by each Seller of the transactions contemplated hereby and thereby shall have been duly and validly authorized by all necessary corporate action on taken. (b) Each of the part of each Seller and no other corporate proceedings on the part of any Seller are necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize this Agreement or the Ancillary Agreements to which it is a party or to consummate the transactions contemplated hereby or thereby. Each Seller’s Board of Directors has (i) approved this Agreement and the transactions contemplated hereby, (ii) determined that the terms of this Agreement are fair to and in the best interests of such Seller and its stockholders, and (iii) declared the advisability of this Agreement. This Agreement Transaction Documents has been or, when delivered hereunder, will have been, duly executed and delivered by the SellersSeller. Each of the Transaction Documents constitutes, and each Ancillary Agreement will be duly executed and delivered by each Seller party thereto, and, assuming due authorization, execution and delivery by the other parties hereto and thereto, constitutes or will constitute constitute, a legal, valid and binding agreement obligation of each Seller the Seller, enforceable against each Seller in accordance with its terms; provided that, subject with respect to each such agreement, the effects of enforceability thereof may be limited by applicable bankruptcy, insolvency, fraudulent conveyancetransfer, reorganization, moratorium and other or similar Laws relating from time to or time in effect affecting the enforcement of creditors’ rights and remedies generally and by general equitable principles of equity (regardless of whether such principles are considered in a proceeding in equity or at law). (c) Subject to the accuracy of the representations and warranties of each Purchaser set forth in ARTICLE V hereof, the Seller has taken all action necessary to exempt from the registration requirements of the Securities Act the sale of the Purchased Shares. (d) As of the date of this Agreement, the Business Combination Agreement and the Debt Commitment Letter are in full force and effect and constitute the legal, valid and binding obligation of the Seller, as applicable, enforceable in accordance with its terms; provided that, with respect to each such agreement, the enforceability thereof may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar Laws from time to time in effect affecting the enforcement of creditors’ rights and remedies generally and by general principles of equity (regardless of whether such principles are considered in a proceeding in equity or at law).

Authority; Enforceability. (a) Each Seller has all necessary corporate the requisite limited liability company power and authority to execute and deliver this Agreement and the Ancillary Agreements Transaction Documents to which it is is, or will be, a party, and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by each Seller of this Agreement and the Ancillary Agreements Transaction Documents to which it is is, or will be, a party party, and the consummation by each Seller it of the transactions contemplated hereby and thereby thereby, have been duly and validly authorized by all necessary corporate action on the part of each Seller such Seller, and no other corporate limited liability company proceedings on the part of any such Seller are necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize this Agreement or the Ancillary Agreements Transaction Documents to which it is is, or will be, a party or to consummate the transactions contemplated hereby by the Transaction Documents to which it is, or thereby. Each Seller’s Board of Directors has will be, a party. (ib) approved this Agreement The Transaction Documents to which each Seller is, or will be, a party have been (or will be, when executed and delivered at the transactions contemplated hereby, (iiClosing) determined that the terms of this Agreement are fair to duly and in the best interests of such Seller and its stockholders, and (iii) declared the advisability of this Agreement. This Agreement has been duly validly executed and delivered by the Sellers, and each Ancillary Agreement will be duly executed and delivered by each Seller party theretosuch Seller, and, assuming the due authorization, execution and delivery by the other parties hereto and thereto, constitutes each Transaction Document to which such Seller is, or will constitute be, a legalparty constitutes (or will constitute, when executed and delivered by such Seller at the Closing) a valid and binding agreement of each Seller such Seller, enforceable against each such Seller in accordance with its terms, subject to the effects of except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyancetransfer, reorganization, moratorium and other similar Laws relating to or affecting the enforcement of creditors’ rights generally and subject, as to enforceability, to legal principles of general applicability governing the availability of specific performance, injunctive relief or other equitable remedies, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether such enforceability is considered in a proceeding in equity or at law) (collectively, “Creditors’ Rights”).

Authority; Enforceability. (A) Each Seller ETP Group Member has all necessary corporate the requisite power and authority to execute and deliver this Agreement and the Ancillary Agreements Transaction Documents to which it is is, or will be, a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, execution and delivery and performance by each Seller such ETP Group Member of this Agreement and the Ancillary Agreements Transaction Documents to which it is such ETP Group Member is, or will be, a party party, and the consummation by each Seller such ETP Group Member of the transactions contemplated hereby and thereby thereby, have been duly and validly authorized by all necessary corporate action on the part of each Seller such ETP Group Member, and no other corporate proceedings on the part of any Seller such ETP Group Member are necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize this Agreement or the Ancillary Agreements Transaction Documents to which it is is, or will be, a party or to consummate the transactions contemplated hereby by the Transaction Documents to which it is, or thereby. Each Seller’s Board of Directors has will be, a party. (iB) approved this Agreement The Transaction Documents to which such ETP Group Member is, or will be, a party have been (or will be, when executed and the transactions contemplated hereby, (iidelivered at each Closing Date) determined that the terms of this Agreement are fair to and in the best interests of such Seller and its stockholders, and (iii) declared the advisability of this Agreement. This Agreement has been duly executed and delivered by the Sellers, and each Ancillary Agreement will be duly executed and delivered by each Seller party theretosuch ETP Group Member, and, assuming the due authorization, execution and delivery by the other parties hereto and thereto, constitutes each Transaction Document to which such ETP Group Member is, or will constitute be, a legalparty constitutes (or will constitute, when executed and delivered at each Closing Date) the valid and binding agreement of each Seller such ETP Group Member, enforceable against each Seller such ETP Group Member in accordance with its terms, subject to the effects of except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyancetransfer, reorganization, moratorium and other similar Laws relating to or affecting creditors’ rights generally and subject, as to enforceability, to legal principles of general applicability governing the availability of equitable remedies, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether such enforceability is considered in a proceeding in equity or at law) (collectively, “Creditors’ Rights”). (C) The Merger Agreement has been duly authorized, executed and delivered by the ETP Parties and Merger Sub, and is a valid and binding agreement of the ETP Parties and Merger Sub, enforceable against them in accordance with its terms, except as enforceability may be limited by Creditors’ Rights.

Authority; Enforceability. Each Seller The Company has all necessary corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a partyAgreement, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyhereby. The execution, delivery and performance by each Seller the Company of this Agreement and the Ancillary Agreements to which it is a party and the consummation by each Seller the Company of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of each Seller the Company and no other corporate proceedings on the part of any Seller the Company are necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize this Agreement or the Ancillary Agreements to which it is a party or to consummate the transactions contemplated hereby or thereby(other than the approval of the transactions contemplated by this Agreement pursuant to an affirmative vote of holders of at least two-thirds (2/3) of the outstanding Shares of each of the No Par Common Stock and the Class B Common Stock, voting as separate classes, entitled to vote to approve this Agreement and the Cash Merger (the “Requisite Shareholder Vote”)). Each Seller’s The Board of Directors has Directors, at a meeting duly called and held, duly adopted resolutions (i) approved approving the termination of the Sedora Merger Agreement, (ii) approving and adopting this Agreement and the transactions contemplated hereby, (iiiii) determined determining that the termination of the Sedora Merger Agreement and the terms of this Agreement are fair to and in the best interests of such Seller and its stockholdersthe Company’s shareholders, and (iiiiv) declared declaring the advisability of this Agreement, and (v) recommending (the “Board Recommendation”) that the Company’s shareholders vote in favor of approving this Agreement and the transactions contemplated hereby at the Shareholders Meeting (as defined in Section 6.3), which resolutions have not been subsequently rescinded, modified or withdrawn in any way. This Agreement has been duly executed and delivered by the Sellers, and each Ancillary Agreement will be duly executed and delivered by each Seller party thereto, Company and, assuming due authorization, execution and delivery by the other parties hereto and theretohereto, constitutes or will constitute a legal, valid and binding agreement of each Seller the Company, enforceable against each Seller the Company in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law). The approval of this Agreement by the Requisite Shareholder Vote is the only vote of the holders of any class or series of capital stock, other Equity Interests or Liabilities of the Company, any Company Subsidiary or any Nonprofit Organization necessary to approve this Agreement and the transactions contemplated hereby.

Authority; Enforceability. Each Seller has all necessary corporate (a) Sunoco has, and as of the Closing, each of the Contributing Subsidiaries shall have, the requisite corporate, general partnership, limited partnership or limited liability company power and authority authority, as applicable, to execute and deliver this Agreement (solely in the case of Sunoco) and the Ancillary Related Agreements to which it is is, or will be as of the Closing, a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyContemplated Transactions. The execution, execution and delivery and performance by each Seller of Sunoco and the Contributing Subsidiaries of this Agreement (solely in the case of Sunoco) and the Ancillary Related Agreements to which it is is, or will be as of the Closing, a party party, and the consummation of the Contemplated Transactions by Sunoco has been, and by each Seller of the transactions contemplated hereby and thereby have been Contributing Subsidiaries will be, as of the Closing duly and validly authorized by all necessary corporate action each of Sunoco and the Contributing Subsidiaries and no other corporate, general partnership, limited partnership or limited liability company proceedings, as the case may be, on the part of each Seller such of Sunoco and no other corporate proceedings on the part of any Seller are Contributing Subsidiaries will be necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize this Agreement or and the Ancillary Related Agreements to which it is a party or to consummate the transactions contemplated hereby or thereby. Contemplated Transactions as of the Closing. (b) Each Seller’s Board of Directors has (i) approved this Agreement and the transactions contemplated hereby, (ii) determined that the terms of this Agreement are fair to and (in the best interests case of such Seller Sunoco) and its stockholders, and the Related Agreements constitutes (iii) declared the advisability of this Agreement. This Agreement has been duly executed and delivered by the Sellers, and each Ancillary Agreement will be duly executed and delivered by each Seller party thereto, and, assuming due authorization, execution and delivery by the other parties hereto and thereto, constitutes or will constitute a legalconstitute, in the case of the Related Agreements to be delivered at the Closing) the valid and binding agreement of each Seller of Sunoco and the Contributing Subsidiaries, and is (or will be, in the case of the Related Agreements to be delivered at the Closing) enforceable against each Seller of Sunoco and the Contributing Subsidiaries in accordance with its terms, subject to the effects of except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyancetransfer, reorganization, moratorium and other similar Laws relating to or affecting creditors’ rights generally and by general equitable principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Authority; Enforceability. Each Seller Purchaser has all necessary corporate the full legal right, power and authority to execute and deliver this Agreement and the Ancillary Agreements each Transaction Document to which it is or will become a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by each Seller Purchaser of this Agreement and the Ancillary Agreements each Transaction Document to which it is or will become a party and the consummation by each Seller Purchaser of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of each Seller and no other corporate proceedings on the part of any Seller are necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize this Agreement or the Ancillary Agreements to which it is a party or to consummate the transactions contemplated hereby or thereby. Each Seller’s Board of Directors has (i) approved this Agreement and the transactions contemplated hereby, (ii) determined that the terms of this Agreement are fair to and in the best interests of such Seller and its stockholders, and (iii) declared the advisability of this AgreementPurchaser. This Agreement has been duly executed and delivered by the SellersPurchaser, and each Ancillary Agreement Transaction Document to which Purchaser is or will be become a party has been, or when executed shall be, duly executed and delivered by each Seller party thereto, andPurchaser. This Agreement, assuming due authorization, execution and delivery by the other parties hereto and thereto, constitutes or will constitute that this Agreement is a legal, valid and binding agreement obligation of each Seller the Company and the Seller, constitutes a valid and binding obligation of Purchaser enforceable against each Seller it in accordance with its terms, subject and each Transaction Document to which Purchaser is or will become a party, assuming that such Transaction Document is a valid and binding obligation of the effects other parties thereto, is, or when executed shall constitute, a valid and binding obligation of Purchaser enforceable against Purchaser in accordance with its terms, in each case except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other or similar Laws relating to or laws affecting creditors’ rights generally and by general principles of equity affecting the availability of specific performance and other equitable principles (whether considered in a proceeding in equity or at law)remedies.

Authority; Enforceability. Each (i) Subject to the Required Regulatory Approvals, and the approval of Seller has all necessary corporate shareholders, the execution, delivery and performance of this Agreement and the other transactions contemplated or required in connection herewith will not, with or without the giving of notice or the passage of time, or both: (A) violate any provision of federal or state law applicable to Seller, the violation of which, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect; (B) violate any provision of the articles of incorporation or bylaws of Seller; (C) conflict with or result in a breach of any provision of, or termination of, or constitute a default under any instrument, license, agreement, or commitment to which Seller is a party, which, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect; or (D) constitute a violation of any order, judgment or decree to which Seller is a party, or by which Seller or any of its assets or properties are bound which, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect. (ii) Seller and the Bank each have the full power and authority to execute enter into and deliver perform this Agreement and, as applicable, the Bank Merger Agreement, and the Ancillary Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The Other than the approval of the Seller shareholders and the Bank shareholder, the execution, delivery delivery, performance and performance by each Seller terms of this Agreement and, as applicable, the Bank Merger Agreement, by Seller and the Ancillary Agreements to which it is a party Bank and the consummation by each Seller and the Bank of the transactions contemplated hereby and thereby have been duly and validly authorized approved by Seller and the Bank, including all necessary action by the board of directors of Seller and the Bank. Other than the approval of the Seller shareholders and the Bank shareholder, no other corporate action proceedings are necessary on the part of each Seller and no other corporate proceedings on the part of any Seller are necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation Bank to authorize the execution, delivery, and performance of this Agreement or and, as applicable, the Ancillary Agreements to which it is a party or to consummate Bank Merger Agreement, by Seller and the Bank and the consummation by Seller and the Bank of the transactions contemplated hereby or and thereby. Each Seller’s Board of Directors has (i) approved Assuming this Agreement and constitutes the transactions contemplated hereby, (ii) determined that the terms of this Agreement are fair to and in the best interests of such Seller and its stockholders, and (iii) declared the advisability of this Agreement. This Agreement has been duly executed and delivered by the Sellers, and each Ancillary Agreement will be duly executed and delivered by each Seller party thereto, and, assuming due authorization, execution and delivery by the other parties hereto and thereto, constitutes or will constitute a legal, valid and binding agreement obligation of each Seller Buyer, this Agreement constitutes the valid and binding obligation of Seller, and is enforceable against each Seller in accordance with its terms, subject except as limited by (A) laws relating to the effects of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, fraudulent conveyance, reorganization, moratorium and or other similar Laws laws affecting or relating to the rights of creditors generally or affecting creditors’ rights generally (B) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general equitable principles (of equity, regardless of whether considered in a proceeding in equity or at lawlaw (the “General Enforceability Exceptions”).

Authority; Enforceability. Each Seller has all necessary corporate power and authority (i) Subject to execute and deliver this Agreement the required regulatory approvals as stated in Section 3.6(a), and the Ancillary Agreements to which it is a partyapproval of the Seller shareholders, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by each Seller of this Agreement and the Ancillary Agreements other transactions contemplated or required in connection herewith will not, with or without the giving of notice or the passage of time, or both: (A) violate any provision of federal or state law applicable to Buyer, the violation of which could be reasonably expected to have an adverse effect on the business, operations, properties, assets, financial condition or prospects of Buyer; (B) violate any provision of the articles of incorporation or bylaws of Buyer; (C) conflict with or result in a breach of any provision of, or termination of, or constitute a default under any instrument, license, agreement, or commitment to which it Buyer is a party and party, which, individually or in the consummation by each Seller of the transactions contemplated hereby and thereby aggregate, would reasonably be expected to have been duly and validly authorized by all necessary corporate action an adverse effect on the part business, operations, properties, assets, financial condition or prospects of each Seller and no other corporate proceedings on the part Buyer; or (D) constitute a violation of any Seller are necessary pursuant order, judgment or decree to its governing documents which Buyer is a party, or the laws by which Buyer or any of its jurisdiction of incorporation assets or properties are bound which, individually or in the aggregate, would reasonably be expected to authorize this Agreement or the Ancillary Agreements have a Material Adverse Effect. (ii) Buyer has full power and authority to which it is a party or to consummate the transactions contemplated hereby or thereby. Each Seller’s Board of Directors has (i) approved enter into and perform this Agreement and the transactions contemplated hereby. The execution, (ii) determined that the delivery, performance and terms of this Agreement by Buyer and the consummation by Buyer of the transactions contemplated hereby have been duly and validly approved by Buyer, including all necessary action by the board of directors of Buyer. No other corporate proceedings are fair necessary on the part of Buyer to and in authorize the best interests of such Seller and its stockholdersexecution, delivery, and (iii) declared the advisability performance of this AgreementAgreement by Buyer and the consummation by Buyer of the transactions contemplated hereby. This Assuming this Agreement has been duly executed and delivered by constitutes the Sellers, and each Ancillary Agreement will be duly executed and delivered by each Seller party thereto, and, assuming due authorization, execution and delivery by the other parties hereto and thereto, constitutes or will constitute a legal, valid and binding agreement obligation of each Seller Seller, this Agreement constitutes the valid and binding obligation of Buyer, and is enforceable against each Seller in accordance with its terms, subject to except as limited by the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law)General Enforceability Exceptions.

Authority; Enforceability. Each Seller Parent Party has all necessary corporate requisite power and authority to execute and deliver this Agreement and each of the Ancillary Agreements to which it is a party, to perform its obligations hereunder and thereunder and and, subject to obtaining the EWS Shareholder Approval, to consummate the transactions contemplated hereby and thereby (including the Investor Financing and the issuance of securities contemplated thereby). The execution, execution and delivery and performance by each Seller Parent Party of this Agreement and each of the Ancillary Agreements to which it is a party party, and the consummation performance by each Seller Parent Party of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of each Seller and no other corporate proceedings on the part of any Seller are necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize this Agreement or and each of the Ancillary Agreements to which it is a party party, and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate action by each Parent Party, and no other corporate proceeding on the part of any Parent Party is necessary to authorize this Agreement and each of the Ancillary Agreements to which it is a party, or to consummate the transactions contemplated hereby or thereby. Each Seller’s Board of Directors has (i) approved this Agreement and thereby except for the transactions contemplated hereby, (ii) determined that the terms of this Agreement are fair to and in the best interests of such Seller and its stockholders, and (iii) declared the advisability of this AgreementEWS Shareholder Approval. This Agreement has been duly executed and delivered by the Sellers, each Parent Party and each of the Ancillary Agreement Agreements to which it is a party will be duly executed and delivered by such Parent Party. This Agreement constitutes, and each Seller of the Ancillary Agreements to which any Parent Party is a party theretowhen duly executed and delivered by such Parent Party will constitute, and, assuming due authorization, execution and delivery by the other parties hereto and thereto, constitutes or will constitute a legal, valid and binding agreement obligation of each Seller the applicable Parent Party, enforceable against each Seller the applicable Parent Party in accordance with its terms, subject to the effects of except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other or similar Laws relating to or laws affecting creditors’ ' rights generally and by general equitable principles (whether considered in a proceeding in equity or at law)principles.

Authority; Enforceability. Each (i) Except as set forth in Section 3.2(b)(i) of the Disclosure Memorandum and subject to the Required Regulatory Approvals, and the approval of Seller has all necessary corporate shareholders, the execution, delivery and performance of this Agreement and the other transactions contemplated or required in connection herewith will not, with or without the giving of notice or the passage of time, or both: (A) violate any provision of federal or state law applicable to Seller, the violation of which, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect; (B) violate any provision of the articles of incorporation or bylaws of Seller; (C) conflict with or result in a breach of any provision of, or termination of, or constitute a default under any instrument, license, agreement, or commitment to which Seller is a party, which, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect; or (D) constitute a violation of any order, judgment or decree to which Seller is a party, or by which Seller or any of its assets or properties are bound which, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect. (ii) Seller and the Bank each have the full power and authority to execute enter into and deliver perform this Agreement and, as applicable, the Bank Merger Agreement, and the Ancillary Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The Other than the approval of the Seller shareholders and the Bank shareholder, the execution, delivery delivery, performance and performance by each Seller terms of this Agreement and, as applicable, the Bank Merger Agreement, by Seller and the Ancillary Agreements to which it is a party Bank and the consummation by each Seller and the Bank of the transactions contemplated hereby and thereby have been duly and validly authorized approved by Seller and the Bank, including all necessary action by the board of directors of Seller and the Bank. Other than the approval of the Seller shareholders and the Bank shareholder, no other corporate action proceedings are necessary on the part of each Seller and no other corporate proceedings on the part of any Seller are necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation Bank to authorize the execution, delivery, and performance of this Agreement or and, as applicable, the Ancillary Agreements to which it is a party or to consummate Bank Merger Agreement, by Seller and the Bank and the consummation by Seller and the Bank of the transactions contemplated hereby or and thereby. Each Seller’s Board of Directors has (i) approved Assuming this Agreement and constitutes the transactions contemplated hereby, (ii) determined that the terms of this Agreement are fair to and in the best interests of such Seller and its stockholders, and (iii) declared the advisability of this Agreement. This Agreement has been duly executed and delivered by the Sellers, and each Ancillary Agreement will be duly executed and delivered by each Seller party thereto, and, assuming due authorization, execution and delivery by the other parties hereto and thereto, constitutes or will constitute a legal, valid and binding agreement obligation of each Seller Buyer, this Agreement constitutes the valid and binding obligation of Seller, and is enforceable against each Seller in accordance with its terms, subject except as limited by (A) laws relating to the effects of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, fraudulent conveyance, reorganization, moratorium and or other similar Laws laws affecting or relating to the rights of creditors generally or affecting creditors’ rights generally (B) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general equitable principles (of equity, regardless of whether considered in a proceeding in equity or at lawlaw (the “General Enforceability Exceptions”).

Authority; Enforceability. Each Seller The Company has all necessary corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a partyAgreement, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyhereby. The execution, delivery and performance by each Seller the Company of this Agreement and the Ancillary Agreements to which it is a party and the consummation by each Seller the Company of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of each Seller the Company and no other corporate proceedings on the part of any Seller the Company are necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize this Agreement or the Ancillary Agreements to which it is a party or to consummate the transactions contemplated hereby or thereby(other than the approval of the transactions contemplated by this Agreement pursuant to an affirmative vote of holders of at least two-thirds (2/3) of the outstanding Shares of each of the No Par Common Stock and the Class B Common Stock, voting as separate classes, entitled to vote to approve this Agreement and the Cash Merger (the "Requisite Shareholder Vote")). Each Seller’s The Board of Directors has Directors, at a meeting duly called and held, duly and unanimously adopted resolutions (i) approved approving the termination of the Prior Merger Agreement, (ii) approving and adopting this Agreement and the transactions contemplated hereby, (iiiii) determined determining that the termination of the Prior Merger Agreement and the terms of this Agreement are fair to and in the best interests of such Seller and its stockholdersthe Company's shareholders, and (iiiiv) declared declaring the advisability of this Agreement, and (v) recommending (the "Board Recommendation") that the Company's shareholders vote in favor of approving this Agreement and the transactions contemplated hereby at the Shareholders Meeting (as defined in Section 6.3), which resolutions have not been subsequently rescinded, modified or withdrawn in any way. This Agreement has been duly executed and delivered by the Sellers, and each Ancillary Agreement will be duly executed and delivered by each Seller party thereto, Company and, assuming due authorization, execution and delivery by the other parties hereto and theretohereto, constitutes or will constitute a legal, valid and binding agreement of each Seller the Company, enforceable against each Seller the Company in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting creditors’ ' rights generally and general equitable principles (whether considered in a proceeding in equity or at law). The approval of this Agreement by the Requisite Shareholder Vote is the only vote of the holders of any class or series of capital stock, other Equity Interests or Liabilities of the Company, any Company Subsidiary or any Nonprofit Organization necessary to approve this Agreement and the transactions contemplated hereby.

Authority; Enforceability. Each Seller (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a partyAgreement, to perform its obligations hereunder hereunder, and thereunder and subject to receipt of the Company Shareholder Approval, to consummate the transactions Transactions contemplated hereby and therebyhereby. The execution, execution and delivery and performance by each Seller of this Agreement and by the Ancillary Agreements to which it is a party and the consummation by each Seller of the transactions contemplated hereby and thereby Company have been duly and validly authorized by all necessary corporate action on the part of each Seller and no other corporate proceedings on the part of any Seller the Company are necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize this Agreement or the Ancillary Agreements to which it is a party or to consummate execution and delivery by the transactions contemplated hereby or thereby. Each Seller’s Board of Directors has (i) approved this Agreement and the transactions contemplated hereby, (ii) determined that the terms of this Agreement are fair to and in the best interests of such Seller and its stockholders, and (iii) declared the advisability Company of this Agreement. Other than the Company Shareholder Approval and the filing of the Merger Filings as required by the CGCL, the consummation by the Company of the Merger and the other Transactions contemplated hereby have been duly authorized by all necessary corporate action and no other corporate proceedings on the part of the Company are necessary to authorize the consummation by the Company of the Merger and the other Transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Sellers, and each Ancillary Agreement will be duly executed and delivered by each Seller party thereto, Company and, assuming the due authorization, execution and delivery by the each other parties hereto and theretoParties hereto, constitutes or will constitute a legal, valid and binding agreement obligations of each Seller the Company, enforceable against each Seller the Company in accordance with its terms, subject to the effects of except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyancemoratorium, reorganization, moratorium and other reorganization or similar Laws relating to or affecting in effect which affect the enforcement of creditors’ ' rights generally and by general equitable principles principles. (whether considered b) The Special Committee, at a meeting duly called and held, has by unanimous vote of all its members approved and declared this Agreement and the Transactions contemplated hereby advisable and has determined that the Merger and the other Transactions are fair to, and in the best interests of, the shareholders of the Company (other than the Rollover Shareholders). The Board of Directors of the Company, based on the unanimous recommendation of the Special Committee, has (i) determined that the Merger and the other Transactions, upon the terms and subject to the conditions set forth herein, are fair to, and in the best interests of, the shareholders of the Company (other than the Rollover Shareholders), (ii) approved and adopted this Agreement and the Transactions, and declared their advisability, (iii) recommended the adoption of this Agreement by the shareholders of the Company, subject to the terms and conditions set forth herein, and (iv) approved and adopted this Agreement, the Merger and the other Transactions contemplated hereby and thereby. (c) Under applicable Law (including, without limitation, the CGCL) and the Company Articles of Incorporation, the only votes of the Company's shareholders required to adopt and approve: (i) this Agreement and the Merger are the (A) affirmative vote of a proceeding majority of the outstanding shares of Common Stock, voting as a separate class, and (B) affirmative vote of the holders of a majority of the voting power of the outstanding shares of Common Stock, Series D Preferred Stock and Series E Preferred Stock, voting together as a single class, with each share of Common Stock outstanding being entitled to one vote and each share of Series D Preferred Stock and Series E Preferred Stock being entitled to that number of votes determined in equity or at lawaccordance with applicable Law and the Company Articles of Incorporation and By-laws (the "VOTE OF OUTSTANDING SHARES").; and (ii) the Restated Articles are the (A) affirmative vote of a majority of the outstanding shares of Common Stock, voting as a separate class, (B) affirmative vote of a majority of the outstanding shares of Series D Preferred Stock, voting as a separate class, (C) affirmative vote of a majority of the outstanding shares of Series E Preferred Stock, voting as a separate class, and (D)

Authority; Enforceability. (a) Each Seller of Parent and Merger Sub has all necessary requisite corporate or similar power and authority to execute and deliver enter into this Agreement and the Ancillary Agreements to which it is a partyAgreement, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyhereby. The board of directors (or equivalent governing body) of Parent has approved the execution, delivery and performance by each Seller of this Agreement and the Ancillary Agreements to which it is a party and the consummation by each Seller of the transactions contemplated hereby hereby, including the Merger and thereby have been duly the Financing, and validly authorized the board of directors of Merger Sub has unanimously (i) determined that it is in the best interests of Merger Sub and its sole shareholder, and declared it advisable, to enter into this Agreement, (ii) approved the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, including the Merger, and (iii) resolved to recommend that the sole shareholder of Merger Sub adopt this Agreement and directed that such matter be submitted for consideration of the sole shareholder of Merger Sub. (b) Except for the adoption of this Agreement by all necessary corporate action on Xxxxxx, as the part sole shareholder of each Seller Merger Sub (which such adoption shall occur immediately following the execution of this Agreement) and the filing of the Certificate of Merger with the Secretary of State of the State of Washington, no other corporate or similar proceedings on the part of any Seller Parent or Merger Sub are necessary pursuant to its governing documents authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. No vote of the equityholders of Parent or the laws holders of its jurisdiction any other securities of Parent (equity or otherwise) is required by any applicable Law, the certificate of incorporation to authorize this Agreement or bylaws or other equivalent organizational documents of Parent or the Ancillary Agreements to applicable rules of any exchange on which it is a party or securities of Parent are traded, in order for Parent to consummate the transactions contemplated hereby or thereby. Each Seller’s Board of Directors has hereby. (ic) approved this Agreement and the transactions contemplated hereby, (ii) determined that the terms of this Agreement are fair to and in the best interests of such Seller and its stockholders, and (iii) declared the advisability of this Agreement. This Agreement has been duly and validly executed and delivered by the Sellers, Xxxxxx and each Ancillary Agreement will be duly executed and delivered by each Seller party thereto, Merger Sub and, assuming due authorization, execution and delivery by this Agreement constitutes the other parties hereto and thereto, constitutes or will constitute a legal, valid and binding agreement of each Seller the Company, this Agreement constitutes the valid and binding agreement of Parent and Merger Sub, enforceable against each Seller of Parent and Merger Sub in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law)Enforceability Exceptions.

Authority; Enforceability. Each Seller (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement and each instrument required to be executed and delivered by it at the Ancillary Agreements to which it is a partyClosing, and to perform its obligations hereunder and thereunder and and, subject to the Best Elite Shareholder Approvals in accordance with Section 4.3, to consummate the transactions contemplated hereby and thereby. The execution, execution and delivery and performance by each Seller the Company of this Agreement and the Ancillary Agreements to which it is a party performance of its obligations hereunder and thereunder, and the consummation by each Seller of the transactions contemplated hereby and thereby thereby, have been approved by the Company’s Board of Directors and its sole shareholder, duly and validly authorized by all necessary requisite corporate action on the part of each Seller and no other corporate actions or proceedings on the part of any Seller the Company are necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize the execution, delivery and performance of this Agreement or the Ancillary Agreements to which it is a party or to consummate the transactions contemplated hereby or thereby. Each Seller’s Board of Directors has (i) approved this Agreement and the transactions contemplated hereby, (ii) determined that the terms of this Agreement are fair to and in the best interests of such Seller and its stockholders, and (iii) declared the advisability of this Agreementso contemplated. This Agreement has been duly and validly executed and delivered by the Sellers, and each Ancillary Agreement will be duly executed and delivered by each Seller party thereto, Company and, assuming the due authorization, execution and delivery thereof by the other parties hereto UMC and theretoBest Elite, constitutes or will constitute a legal, valid and binding agreement obligation of each Seller the Company enforceable against each Seller the Company in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws laws relating to or affecting creditors’ rights generally and generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. (b) Best Elite has all necessary corporate power and authority to execute and deliver this Agreement and each instrument required to be executed and delivered by it at the Closing, and to perform its obligations hereunder and thereunder and, subject to the Best Elite Shareholder Approvals in accordance with Section 4.3, to consummate the transactions contemplated hereby and thereby. The execution and delivery by Best Elite of this Agreement, the performance of its obligations hereunder and thereunder, and the consummation of the transactions contemplated hereby and thereby, have been approved by Best Elite’s Board of Directors (and by all of the directors appointed by the holders of the Series A-1 Preferred), duly and validly authorized by all requisite corporate action and, except for the Best Elite Shareholder Approvals, no other actions or proceedings on the part of Best Elite are necessary to authorize the execution, delivery and performance of this Agreement or to consummate the transactions hereby. This Agreement has been duly and validly executed and delivered by Best Elite and, assuming the due authorization, execution and delivery thereof by UMC and the Company and the Best Elite Shareholder Approvals are obtained in accordance with Section 4.3, constitutes a legal, valid and binding obligation of Best Elite enforceable against Best Elite in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing.

Authority; Enforceability. Each Seller (a) The Company has all necessary corporate power power, capacity and authority to execute and deliver this Agreement and the Ancillary Agreements Documents to which it is a party, to perform its obligations hereunder and thereunder thereunder, and, subject to the adoption of the agreement of merger (as such term is used in Section 251 of the Act) contained in this Agreement by the holders of a majority of the outstanding Shares prior to the consummation of the Merger and the filing of the Certificate of Merger with the Secretary of State of Delaware, to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by each Seller of this Agreement and each of the Ancillary Agreements Documents to which it the Company is a party party, and the consummation by each Seller of the transactions contemplated hereby and thereby thereby, have been duly and validly authorized by all necessary corporate action on the part board of each Seller directors of the Company and no other corporate proceedings on the part of any Seller the Company are necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize this Agreement or the Ancillary Agreements to which it is a party or to consummate the transactions contemplated hereby or thereby. Each Seller’s Board to perform its obligations hereunder, other than, with respect to completion of Directors has the Merger, the adoption of the agreement of merger (ias such term is used in Section 251 of the Act) approved contained in this Agreement by the holders of a majority of the outstanding Shares prior to the consummation of the Merger and the transactions contemplated hereby, (ii) determined that filing of the terms Certificate of this Agreement are fair to and in Merger with the best interests Secretary of such Seller and its stockholders, and (iii) declared the advisability State of this AgreementDelaware. This Agreement has been been, and the Ancillary Documents to which it is a party, when entered into by the Company, will be, duly and validly executed and delivered by the Sellers, and each Ancillary Agreement will be duly executed and delivered by each Seller party thereto, Company and, assuming the due authorization, execution and delivery by the other parties hereto and thereto, constitutes or this Agreement constitutes, and the Ancillary Documents to which the Company is a party, when entered into by the Company, will constitute a constitute, the legal, valid and binding agreement obligations of each Seller the Company enforceable against each Seller the Company in accordance with its their terms, subject except (a) to the effects of extent that enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and or other similar Laws relating to or affecting the enforcement of creditors’ rights generally and general (b) that the availability of equitable principles remedies, including specific performance, is subject to the discretion of the court before which any proceeding thereof may be brought. (whether considered b) The Company’s board of directors (at a meeting or meetings duly called and held) has unanimously (i) determined that the Merger is advisable and fair to and in the best interests of, the stockholders of the Company, (ii) approved and declared advisable this Agreement, including the agreement of merger (as such term is used in Section 251 of the Act) contained in this Agreement, and (iii) resolved to recommend the adoption of the agreement of merger (as such term is used in Section 251 of the Act) contained in this Agreement by the stockholders of the Company. (c) The Stockholder Consent, which constitutes the approval of the holders of a proceeding in equity majority of the issued and outstanding Common Stock of the Company as of its date, is the only vote of the holders of any class or at law)series of the Company’s capital stock or other securities necessary to adopt this Agreement and approve the transactions contemplated by this Agreement, including the Merger.

Authority; Enforceability. Each Seller Purchaser has all necessary requisite corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a partyDocuments, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, execution and delivery and performance by each Seller of this Agreement and the Ancillary Agreements to which it is a party Documents by Purchaser, the performance by Purchaser of its obligations hereunder and thereunder, and the consummation by each Seller Purchaser of the transactions contemplated hereby and thereby thereby, have been duly and validly authorized by all necessary the board of directors of Purchaser, and no other corporate action or proceeding on the part of each Seller Purchaser is necessary to authorize the execution and no other corporate proceedings on delivery of this Agreement and the part Ancillary Documents by Purchaser, the performance by Purchaser of any Seller are necessary pursuant to its governing documents obligations hereunder or thereunder or the laws consummation by Purchaser of its jurisdiction of incorporation to authorize this Agreement or the Ancillary Agreements to which it is a party or to consummate the transactions contemplated hereby or thereby. Each Seller’s Board This Agreement has been and, prior to the Designated Interest Closing, the Ancillary Documents will be, duly and validly executed and delivered by Purchaser, and, assuming the due and valid execution and delivery of Directors has (i) approved this Agreement and the transactions contemplated herebyAncillary Documents by the Company and Seller, (ii) determined that the terms of this Agreement are fair to constitutes and in the best interests of such Seller and its stockholders, and (iii) declared the advisability of this Agreement. This Agreement has been duly executed and delivered by the Sellers, and each Ancillary Agreement will be duly executed and delivered by each Seller party thereto, and, assuming due authorization, execution and delivery by the other parties hereto and thereto, constitutes or Documents will constitute a legal, valid and binding agreement obligations of each Seller Purchaser, enforceable against each Seller Purchaser in accordance with its their terms, subject to the effects of applicable bankruptcy, reorganization, insolvency, fraudulent conveyance, reorganization, moratorium and or other similar Laws relating to or affecting creditors’ rights generally and to general equitable principles of equity (whether considered in a proceeding at law or in equity or at lawequity).

Authority; Enforceability. Each Seller (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a partyAgreement, to perform its obligations hereunder hereunder, and thereunder and subject to receipt of the Company Shareholder Approval, to consummate the transactions Transactions contemplated hereby and therebyhereby. The execution, execution and delivery and performance by each Seller of this Agreement and by the Ancillary Agreements to which it is a party and the consummation by each Seller of the transactions contemplated hereby and thereby Company have been duly and validly authorized by all necessary corporate action on the part of each Seller and no other corporate proceedings on the part of any Seller the Company are necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize this Agreement or the Ancillary Agreements to which it is a party or to consummate execution and delivery by the transactions contemplated hereby or thereby. Each Seller’s Board of Directors has (i) approved this Agreement and the transactions contemplated hereby, (ii) determined that the terms of this Agreement are fair to and in the best interests of such Seller and its stockholders, and (iii) declared the advisability Company of this Agreement. Other than the Company Shareholder Approval and the filing of the Merger Filings as required by the CGCL, the consummation by the Company of the Merger and the other Transactions contemplated hereby have been duly authorized by all necessary corporate action and no other corporate proceedings on the part of the Company are necessary to authorize the consummation by the Company of the Merger and the other Transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Sellers, and each Ancillary Agreement will be duly executed and delivered by each Seller party thereto, Company and, assuming the due authorization, execution and delivery by the each other parties hereto and theretoParties hereto, constitutes or will constitute a legal, valid and binding agreement obligations of each Seller the Company, enforceable against each Seller the Company in accordance with its terms, subject to the effects of except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyancemoratorium, reorganization, moratorium and other reorganization or similar Laws relating to or affecting in effect which affect the enforcement of creditors’ rights generally and by general equitable principles principles. (whether considered b) The Special Committee, at a meeting duly called and held, has by unanimous vote of all its members approved and declared this Agreement and the Transactions contemplated hereby advisable and has determined that the Merger and the Table of Contents other Transactions are fair to, and in the best interests of, the shareholders of the Company (other than the Rollover Shareholders). The Board of Directors of the Company, based on the unanimous recommendation of the Special Committee, has (i) determined that the Merger and the other Transactions, upon the terms and subject to the conditions set forth herein, are fair to, and in the best interests of, the shareholders of the Company (other than the Rollover Shareholders), (ii) approved and adopted this Agreement and the Transactions, and declared their advisability, (iii) recommended the adoption of this Agreement by the shareholders of the Company, subject to the terms and conditions set forth herein, and (iv) approved and adopted this Agreement, the Merger and the other Transactions contemplated hereby and thereby. (c) Under applicable Law (including, without limitation, the CGCL) and the Company Articles of Incorporation, the only votes of the Company’s shareholders required to adopt and approve: (i) this Agreement and the Merger are the (A) affirmative vote of a proceeding majority of the outstanding shares of Common Stock, voting as a separate class, and (B) affirmative vote of the holders of a majority of the voting power of the outstanding shares of Common Stock, Series D Preferred Stock and Series E Preferred Stock, voting together as a single class, with each share of Common Stock outstanding being entitled to one vote and each share of Series D Preferred Stock and Series E Preferred Stock being entitled to that number of votes determined in equity or at lawaccordance with applicable Law and the Company Articles of Incorporation and By-laws (the “Vote of Outstanding Shares”); and (ii) the Restated Articles are the (A) affirmative vote of a majority of the outstanding shares of Common Stock, voting as a separate class, (B) affirmative vote of a majority of the outstanding shares of Series D Preferred Stock, voting as a separate class, (C) affirmative vote of a majority of the outstanding shares of Series E Preferred Stock, voting as a separate class, and (D) Vote of Outstanding Shares. The votes of the Company’s shareholders described in (i) and (ii) of this Section 3.03(c) are hereinafter referred to collectively as the “Company Shareholder Approval.”

Authority; Enforceability. Each Parent and each Seller has all necessary the requisite corporate or company power (as the case may be) and authority to execute and deliver this Agreement and the Ancillary Agreements each other Transaction Document to which it is a party, party and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Parent and each Seller of this Agreement and each other Transaction Document as of the Ancillary Agreements to which it is a party Closing, and the consummation by each Seller of the transactions contemplated hereby and thereby by Parent and such Seller have been duly and validly approved by Parent and such Seller’s board of directors or manager(s) (as the case may be) and have been duly and validly authorized by all necessary corporate action or company action, and no other proceeding on the part of each Parent or such Seller and no other corporate proceedings on the part of any Seller are necessary pursuant to its governing documents or the laws board of its jurisdiction directors or manager(s) (as the case may be) or equityholders of incorporation Parent or such Seller is necessary to authorize this Agreement or the Ancillary Agreements any Transaction Document to which it Parent or such Seller is a party or any other instrument required to consummate the transactions contemplated hereby or thereby. Each Seller’s Board of Directors has (i) approved this Agreement and the transactions contemplated hereby, (ii) determined that the terms of this Agreement are fair to and in the best interests of such Seller and its stockholders, and (iii) declared the advisability of this Agreement. This Agreement has been duly be executed and delivered by Parent or such Seller at the Sellers, Closing or the consummation of the transactions contemplated thereby. This Agreement and each Ancillary Agreement other Transaction Document as of the Closing, (a) has been (or will be be, as applicable, when executed and delivered) duly and validly executed and delivered by Parent and each Seller party theretoSeller, and, and (b) assuming the due authorization, execution and delivery thereof by the each other parties hereto and party thereto, constitutes (or will constitute constitute, as applicable, when executed and delivered) a legal, valid and binding agreement obligation of each Seller Parent and such Seller, enforceable against each Seller it in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding Proceeding in equity or at law).

Authority; Enforceability. (a) Each Seller and each Selling Shareholder has all necessary corporate the requisite legal and beneficial right, authority, power and authority capacity to (i) execute and deliver this Agreement and each certificate, document and agreement to be executed by such Seller or Selling Shareholder in connection herewith (collectively, with this Agreement, the Ancillary Agreements to which it is a party, to “Seller Documents”) and (ii) perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebythereunder. The execution, execution and delivery and performance by each of the Seller of this Agreement and the Ancillary Agreements to which it is a party Documents and the consummation by each Seller of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of each Seller and no other corporate proceedings on the part of any Seller are necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize this Agreement or the Ancillary Agreements to which it is a party or to consummate the transactions contemplated hereby or thereby. Each Seller’s Board of Directors has (i) approved this Agreement and the transactions contemplated hereby, (ii) determined that the terms of this Agreement are fair to and in the best interests of such Seller and its stockholders, and (iii) declared the advisability of this Agreementor Selling Shareholder party thereto. This Agreement has been duly and validly executed and delivered by the Sellers, Sellers and each Ancillary Agreement will be duly executed and delivered by each Seller party thereto, the Selling Shareholders and, assuming the due and valid authorization, execution execution, and delivery of this Agreement by the other parties hereto and theretoBuyer Entities, constitutes or will constitute a legal, valid and binding agreement obligation of each Seller the Sellers and the Selling Shareholders, enforceable against each Seller and each Selling Shareholder in accordance with its terms. Upon execution and delivery by the Sellers and the other Selling Shareholders of each other Seller Document, subject assuming the due and valid authorization, execution, and delivery of such Seller Document by the applicable Buyer Entity or Buyer Entities party thereto, such Seller Document will constitute the legal, valid and binding obligation of each Seller and each Selling Shareholder party thereto, enforceable against it in accordance with its terms. (b) Each Seller Foreign Entity has the requisite right, authority, power and capacity to execute and deliver each certificate, document and agreement to be executed by it in connection herewith (collectively, the “Seller Foreign Entity Documents”) and to perform its obligations thereunder. The execution and delivery of the Seller Foreign Entity Documents and the consummation of the transactions contemplated thereby have been duly and validly authorized by each Seller Foreign Entity party thereto, and no other proceedings on the part of any Seller Foreign Entity are necessary to authorize, execute and deliver any Seller Foreign Entity Document or to consummate the transactions contemplated thereby. Upon execution and delivery by each Seller Foreign Entity of each Seller Foreign Entity Document to which it is a party, assuming the due and valid authorization, execution, and delivery of such Seller Foreign Entity Document by the applicable Buyer Entity or Buyer Entities party thereto, such Seller Foreign Entity Document shall constitute a legal, valid and binding obligation of each Seller Foreign Entity party thereto, in each case enforceable against it in accordance with its terms. Notwithstanding anything herein to the effects of bankruptcycontrary, insolvencythe representations and warranties set forth in this Section 2.2(b) are, fraudulent conveyancewith respect to the Seller Foreign JVs, reorganization, moratorium and other similar Laws relating limited to or affecting creditorsthe Sellers’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law)Knowledge.

Authority; Enforceability. Each Seller (a) The Company has all necessary requisite corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements other Transaction Documents to which it the Company is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, execution and delivery and performance by each Seller the Company of this Agreement and the Ancillary Agreements other Transaction Documents to which it the Company is a party party, and the consummation performance by each Seller the Company of the transactions contemplated hereby its obligations hereunder and thereby thereunder, have been duly and validly authorized by all necessary corporate action on action, subject only to obtaining the part affirmative vote of (i) a majority of the outstanding shares of Company Capital Stock, voting together as a single class, and (ii) a majority in interest of the outstanding shares of the Series B Preferred Stock, voting separately as a single class, in each Seller case, to adopt this Agreement (the “Required Stockholder Approval”). This Agreement has been (and each other Transaction Document to be executed by the Company at or prior to Closing will be) duly and validly executed and delivered by the Company and, assuming the Required Stockholder Approval is obtained, constitutes (and each other Transaction Document to be executed by the Company at or prior to Closing will constitute) the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization, arrangement, moratorium or other similar Applicable Laws relating to or affecting the rights of creditors generally, or by general equitable principles (the “Enforceability Exceptions”). (b) The Required Stockholder Approval is the only approval of the holders of Company Capital Stock required to approve this Agreement and the Merger under the Company’s Organizational Documents and Applicable Laws, and no other corporate proceedings on by the part of any Seller Company are necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize this Agreement or the Ancillary Agreements to which it is a party or to consummate the transactions contemplated hereby hereby, other than the filing of the Certificate of Merger. No “fair price,” “moratorium,” “control share acquisition” or thereby. Each Sellerother anti-takeover statute or regulation or any provision in the Company’s Board Organizational Documents is, or at the Effective Time will be, applicable to the Company, the Merger or the other transactions contemplated by this Agreement. (c) The Company’s board of Directors directors has (i) determined that the Merger, upon the terms and subject to the conditions set forth herein, is in the best interests of the holders of the Company Capital Stock, (ii) approved this Agreement and the transactions contemplated hereby, (ii) determined that the terms of this Agreement are fair to and in the best interests of such Seller and its stockholders, declared their advisability and (iii) declared recommended the advisability adoption of this Agreement. This Agreement has been duly executed and delivered by to the Sellers, and each Ancillary Agreement will be duly executed and delivered by each Seller party thereto, and, assuming due authorization, execution and delivery by Stockholders entitled to vote thereon (the other parties hereto and thereto, constitutes or will constitute a legal, valid and binding agreement of each Seller enforceable against each Seller “Board Recommendation”) in accordance in all respects with the Company’s Organizational Documents, Applicable Law and its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law)fiduciary duties.

Authority; Enforceability. Each Seller The Company has all necessary corporate power and authority to execute and deliver this Agreement, the Related Agreement and each other instrument and document required to be executed and delivered by it at or prior to the Ancillary Agreements Closing, and, subject to which it is a partyobtaining the Stockholder Approvals, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, execution and delivery and performance by each Seller the Company of this Agreement and the Ancillary Agreements to which it is a party Related Agreement, the performance by the Company of its obligations hereunder and thereunder, and the consummation by each Seller the Company of the transactions contemplated hereby and thereby thereby, including the Merger, have been approved by the Company’s Board of Directors, duly and validly authorized by all necessary corporate action on the part of each Seller and no other corporate proceedings on the part of any Seller the Company or its Equityholders (other than the Stockholder Approvals in the case of this Agreement and the Merger) are necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize this Agreement or the Ancillary Agreements Related Agreement or to which it is a party perform the Company’s obligations hereunder or thereunder or to consummate the transactions contemplated hereby or therebyso contemplated. Each Seller’s Board of Directors has (i) approved this Agreement and the transactions contemplated hereby, (ii) determined that the terms of this Agreement are fair to and in the best interests of such Seller and its stockholders, and (iii) declared the advisability of this Agreement. This Related Agreement has been duly and validly executed and delivered by the SellersCompany, and each Ancillary Agreement or will be duly and validly executed and delivered by each Seller party theretothe Company at or prior to Closing, and, and assuming the due authorization, execution and delivery thereof by the other parties hereto Parent and theretoMerger Sub, constitutes or will constitute a legal, valid and binding agreement obligation of each Seller the Company enforceable against each Seller it in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting creditors’ rights generally and generally, general equitable principles (whether considered in a proceeding in equity or at law)) and an implied covenant of good faith and fair dealing.

Authority; Enforceability. (a) Each Seller of Parent and Merger Sub has all necessary requisite corporate power and authority to execute and deliver enter into this Agreement and the Ancillary Agreements to which it is a partyAgreement, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyhereby. The board of directors of Parent has approved the execution, delivery and performance by each Seller of this Agreement and the Ancillary Agreements to which it is a party and the consummation by each Seller of the transactions contemplated hereby hereby, including the Merger and thereby have been duly the Financing, and validly authorized the board of directors of Merger Sub has unanimously (i) determined that it is in the best interests of Merger Sub and its sole stockholder, and declared it advisable, to enter into this Agreement, (ii) approved the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, including the Merger, and (iii) resolved to recommend that the sole stockholder of Merger Sub adopt this Agreement and directed that such matter be submitted for consideration of the sole stockholder of Merger Sub. (b) Except for the adoption of this Agreement by all necessary corporate action on Parent, as the part sole stockholder of each Seller Merger Sub (which such adoption shall occur immediately following the execution of this Agreement) and the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, no other corporate proceedings on the part of any Seller Parent or Merger Sub are necessary pursuant to its governing documents authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. No vote of the stockholders of Parent or the laws holders of its jurisdiction any other securities of Parent (equity or otherwise) is required by any applicable Law, the certificate of incorporation to authorize this Agreement or bylaws or other equivalent organizational documents of Parent or the Ancillary Agreements to applicable rules of any exchange on which it is a party or securities of Parent are traded, in order for Parent to consummate the transactions contemplated hereby or thereby. Each Seller’s Board of Directors has hereby. (ic) approved this Agreement and the transactions contemplated hereby, (ii) determined that the terms of this Agreement are fair to and in the best interests of such Seller and its stockholders, and (iii) declared the advisability of this Agreement. This Agreement has been duly and validly executed and delivered by the Sellers, Parent and each Ancillary Agreement will be duly executed and delivered by each Seller party thereto, Merger Sub and, assuming due authorization, execution and delivery by this Agreement constitutes the other parties hereto and thereto, constitutes or will constitute a legal, valid and binding agreement of each Seller the Company, this Agreement constitutes the valid and binding agreement of Parent and Merger Sub, enforceable against each Seller of Parent and Merger Sub in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law)Enforceability Exceptions.

Authority; Enforceability. Each Seller has all necessary the requisite corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a partyStockholders’ Agreement, to perform its obligations hereunder and thereunder under each such Ancillary Stockholders’ Agreement and to consummate the transactions contemplated hereby and therebyby this Agreement that are to be consummated by Seller. The execution, execution and delivery and performance by each Seller of this Agreement and the Ancillary Agreements to which it is a party Stockholders’ Agreement by Seller and the consummation by each Seller of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action action, and no other corporate proceeding on the part of each Seller and no other corporate proceedings on the part of any Seller are is necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize this Agreement or the Ancillary Agreements to which it is a party or to consummate the transactions contemplated hereby or thereby. Each Seller’s Board of Directors has (i) approved this Agreement and the transactions contemplated hereby, (ii) determined that the terms of this Agreement are fair to and in the best interests of such Seller and its stockholders, and (iii) declared the advisability of this Agreement. This Agreement has been duly executed and delivered by the Sellers, and each Ancillary Agreement will be duly executed and delivered by each Seller party thereto, and, assuming due authorization, execution and delivery by the other parties hereto and theretoBuyer, constitutes or will constitute a legal, legally valid and binding agreement obligation of each Seller Seller, enforceable against each Seller in accordance with its terms, subject to the effects of except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, preference, fraudulent transfer, moratorium and or other similar Laws relating to or affecting creditorsthe rights and remedies of creditors and by general principles of equity. Upon the execution and delivery by Seller of the Ancillary Stockholders’ Agreement, the Ancillary Stockholders’ Agreement will, assuming due authorization, execution and delivery by Buyer, constitute legally valid and binding obligations of Seller, enforceable against Seller in accordance with their terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, preference, fraudulent transfer, moratorium or other similar Laws relating to or affecting the rights generally and remedies of creditors and by general equitable principles (whether considered in a proceeding in equity or at law)of equity.

Authority; Enforceability. Each Seller Subject to obtaining the Company Stockholder Approval (as defined herein), the Company has all necessary requisite corporate power and authority to execute and deliver this Agreement, each Related Agreement and the Ancillary Agreements (as defined herein) to which it is a partyparty and each instrument required hereby to be executed and delivered by it at the Closing, and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, execution and delivery and performance by each Seller the Company of this Agreement, each Related Agreement and the Ancillary Agreements to which it is a party and each instrument required hereby to be executed and delivered by it at the Closing and the performance of its obligations hereunder and thereunder and the consummation by each Seller the Company of the transactions contemplated hereby and thereby thereby, have been duly and validly authorized by all necessary corporate action on the part of each Seller and no other corporate proceedings on the part of any Seller the Company are necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize this Agreement or the Ancillary Agreements any Related Agreement to which it is a party or to consummate the transactions so contemplated hereby (other than the approval and authorization of this Agreement by votes of the holders of a majority of the outstanding Company Common Stock (the “Company Stockholder Approval”) in accordance with Delaware Law and the Company’s Certificate of Incorporation and Bylaws and the filing of the Certificate of Merger) herein or therebytherein. Each Seller’s Board of Directors has (i) approved this Agreement and the transactions contemplated hereby, (ii) determined that the terms of this Agreement are fair Related Agreements to and in the best interests of such Seller and its stockholders, and (iii) declared the advisability of this Agreement. This Agreement which it is a party has been duly and validly executed and delivered by the Sellers, and each Ancillary Agreement will be duly executed and delivered by each Seller party thereto, Company and, assuming the due authorization, execution and delivery hereof and thereof by the other parties hereto Parent and theretoMerger Sub, constitutes or will constitute a legal, valid and binding agreement obligation of each Seller the Company enforceable against each Seller the Company in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law)Enforceability Limitations.

Authority; Enforceability. Each Seller (a) The Company has all necessary the requisite corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements Transaction Documents and, subject to which it is a partyobtaining the approval of its shareholders, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by each Seller the Company of this Agreement and the Ancillary Agreements to which it is a party other Transaction Documents and the consummation by each Seller the Company of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary its board of directors, and, except for obtaining the approval of its shareholders, no other corporate action on the part of each Seller and no other corporate proceedings on the part of any Seller are Company is necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize the execution and delivery by the Company of this Agreement or and the Ancillary Agreements to which other Transaction Documents and the consummation by it is a party or to consummate of the transactions contemplated hereby or and thereby. Each Seller’s Board of Directors has (i) approved this Agreement and the transactions contemplated hereby, (ii) determined that the terms of this Agreement are fair to and in the best interests of such Seller and its stockholders, and (iii) declared the advisability of this Agreement. This Agreement has been duly executed and delivered by the Sellers, and each Ancillary Agreement will be duly executed and delivered by each Seller party thereto, Company and, subject to approval by the Company’s shareholders (and assuming due and valid authorization, execution and delivery hereof by the other parties hereto and theretoInvestor), constitutes or will constitute is a legal, valid and binding agreement obligation of each Seller the Company enforceable against each Seller the Company in accordance with its terms, except that (i) such enforcement may be subject to the effects of applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and or other similar Laws relating to laws, now or hereafter in effect, affecting creditors’ rights and remedies generally and general (ii) the remedy of specific performance and injunctive and other forms of equitable principles relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (whether considered b) The board of directors of the Company has (i) determined that it is in the best interests of the Company’s shareholders for the Company to consummate the sale of the Shares to Investor upon the terms and subject to the conditions set forth in this Agreement, (ii) approved this Agreement and the other Transaction Documents and the transactions contemplated hereby and thereby, and (iii) resolved to recommend that the shareholders of the Company approve the sale of the Shares as contemplated by this Agreement and the sale of MPM Mining as contemplated by the MPM Mining Agreement. (c) The affirmative vote (in person or by proxy) of the holders of not less than a proceeding majority of the outstanding shares of Common Stock at the Company Special Meeting in equity favor of the approval of the sale of the Shares and the MPM Mining Agreement (the “Company Shareholder Approval”) is the only vote or at law)approval of the holders of any class or series of capital stock of the Company or any of its Subsidiaries that is necessary to approve such transaction or any other transaction contemplated by the Transaction Documents.

Authority; Enforceability. Each (a) (i) Seller has (or in the case of certain Local Transfer Agreements and Transaction Documents other than this Agreement, will have) all necessary requisite corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements each other Transaction Document to which it is will be a party, party and to perform its obligations hereunder and thereunder and to consummate (ii) the transactions contemplated hereby execution and thereby. The execution, delivery and performance by each Seller of this Agreement and each such Transaction Document, and the Ancillary Agreements performance by Seller of its obligations hereunder and thereunder, have been, or will have been as of the Closing, duly authorized by all requisite corporate action. Each other Seller Entity has, or will have as of the Closing, all requisite corporate or other similar applicable power and authority to execute and deliver each Transaction Document to which it is will be a party and to perform its obligations thereunder. The execution and delivery by each other Seller Entity of each Transaction Document to which it will be a party, if applicable, and the consummation performance by it of its obligations thereunder, have been, or subject to Section 2.15 in the case of the French Put Option Agreement, will have been as of the Closing, duly authorized by all requisite corporate or other similar applicable action. (b) Each of Seller and each other Seller Entity has all requisite corporate or other similar applicable power and authority to carry on its respective business as it pertains to the Business as currently conducted and to own, lease and operate its properties and assets related to the Business, except where the failure to have such power and authority would not, individually or in the aggregate, reasonably be expected to be material to the Business, taken as a whole. (c) This Agreement and the French Put Option Agreement have been duly executed and delivered by Seller and, assuming they have been duly executed and delivered by the applicable Purchaser, constitutes a valid and binding obligation of Seller, and each other Transaction Document will be as of the Closing duly executed and delivered by each Seller of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of each Seller and no other corporate proceedings on the part of any Seller are necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize this Agreement or the Ancillary Agreements to which it is Entity that will be a party or to consummate the transactions contemplated hereby or thereby. Each Seller’s Board of Directors has (i) approved this Agreement thereto and the transactions contemplated herebywill, (ii) determined that the terms of this Agreement are fair to and in the best interests of assuming such Seller and its stockholders, and (iii) declared the advisability of this Agreement. This Agreement Transaction Document has been duly executed and delivered by the Sellers, and each Ancillary Agreement will be duly executed and delivered by each Seller other party thereto, and, assuming due authorization, execution and delivery by the other parties hereto and thereto, constitutes or will constitute a legal, valid and binding agreement obligation of such Seller Entity, in each Seller case enforceable against each such Seller Entity in accordance with its terms, subject to the effects of except as enforcement may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, reorganization, moratorium and other or similar Laws relating to or affecting creditors’ rights generally and or by general equitable principles of equity (regardless of whether considered enforcement is sought in a proceeding Proceeding in equity or at lawLaw).

Authority; Enforceability. Each Seller The Partnership has all necessary corporate requisite power and authority under the Partnership Agreement and the Delaware LP Act to execute issue, sell and deliver the Purchased Units and the Warrants, in accordance with and upon the terms and conditions set forth in this Agreement and the Ancillary Agreements Partnership Agreement. All limited partnership and limited liability company action, as the case may be, required to which it is a partybe taken by the Partnership Entities or any of their partners or members for the authorization, to perform its obligations hereunder issuance, sale and thereunder and to consummate delivery of the transactions contemplated hereby and thereby. The execution, delivery and performance by each Seller of this Agreement Purchased Units and the Ancillary Agreements to which it is a party Warrants, the execution and delivery of the Transaction Documents and the consummation by each Seller of the transactions contemplated hereby thereby shall have been validly taken. No approval from the holders of outstanding Common Units is required under the Partnership Agreement or the rules of the NYSE in connection with the Partnership’s issuance and thereby have sale of the Purchased Units and the Warrants to the Purchasers. Each of the Transaction Documents has been duly and validly authorized by all necessary corporate action on the part of each Seller and no other corporate proceedings on the part of any Seller are necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize this Agreement or the Ancillary Agreements to which it is a party or to consummate the transactions contemplated hereby or thereby. Each Seller’s Board of Directors has (i) approved this Agreement and the transactions contemplated hereby, (ii) determined that the terms of this Agreement are fair to and in the best interests of such Seller and its stockholders, and (iii) declared the advisability of this Agreement. This Agreement has been duly or, with respect to the Transaction Documents to be delivered at the Closing, will be, validly executed and delivered by the SellersPartnership or the General Partner, and each Ancillary Agreement will be duly executed and delivered by each Seller party theretoas the case may be, and, assuming due authorizationto the Knowledge of the USAC Parties, execution and delivery by the other parties hereto and thereto. Each of the Transaction Documents constitutes, constitutes or will constitute a constitute, the legal, valid and binding agreement obligations of the Partnership or the General Partner, as the case may be, and, to the Knowledge of the USAC Parties, each Seller of the parties thereto, in each case enforceable against each Seller in accordance with its terms; provided that, subject with respect to each such agreement, the effects of enforceability thereof may be limited by applicable bankruptcy, insolvency, fraudulent conveyancetransfer, reorganization, moratorium and other or similar Laws relating from time to or time in effect affecting creditors’ rights and remedies generally and by general equitable principles of equity (regardless of whether such principles are considered in a proceeding in equity or at law).

Authority; Enforceability. Each (a) Seller has all necessary requisite corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements each other Transaction Document to which it is will be a party, party and to perform its obligations hereunder and thereunder thereunder, including the consummation of the Transaction and to consummate the other transactions contemplated hereby and therebyby this Agreement. The execution, execution and delivery and performance by each Seller of this Agreement and each such Transaction Document, and the Ancillary Agreements to which it is a party performance by Seller of its obligations hereunder and thereunder, and the consummation by each Seller of the Transaction and other transactions contemplated hereby and thereby by this Agreement, have been, or will have been as of the Closing, duly and validly authorized by all necessary requisite corporate action on action. Each other Seller Entity has, or will have as of the part of Closing, all requisite corporate or other similar applicable power and authority to execute and deliver each Seller and no other corporate proceedings on the part of any Seller are necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize this Agreement or the Ancillary Agreements Transaction Document to which it is will be a party or and to consummate the transactions contemplated hereby or therebyperform its obligations thereunder. Each Seller’s Board The execution and delivery by each other Seller Entity of Directors has (i) approved this Agreement each Transaction Document to which it will be a party, if applicable, and the transactions contemplated herebyperformance by it of its obligations thereunder, have been, or will have been as of the Closing, duly authorized by all requisite corporate or other similar applicable action. (iib) determined that Each of Seller and each other Seller Entity has, or will have as of the terms of this Agreement are fair Closing, all requisite corporate or other similar applicable power and authority to carry on its respective business as it pertains to the Business as currently conducted and to own, lease and operate its properties and assets related to the Business, except where the failure to have such power and authority would not be, individually or in the best interests of such Seller aggregate, material to the Business and its stockholdersthe Purchased Companies (and their Subsidiaries), and taken as a whole. (iiic) declared the advisability of this Agreement. This Agreement has been duly executed and delivered by the SellersSeller and Seller Parent and, assuming this Agreement has been duly executed and delivered by Purchaser, constitutes a valid and binding obligation of Seller and Seller Parent, and each Ancillary Agreement other Transaction Document will be as of the Closing duly executed and delivered by each Seller Entity that will be a party thereto, andthereto and will, assuming due authorizationsuch Transaction Document has been duly executed and delivered by Purchaser, execution and delivery by the other parties hereto and thereto, constitutes or will constitute a legal, valid and binding agreement obligation of such Seller Entity, in each Seller case enforceable against each such Seller Entity in accordance with its terms, subject to the effects of except as enforcement may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, reorganization, moratorium and other or similar Laws relating to or affecting creditors’ rights generally and or by general equitable principles of equity (regardless of whether considered enforcement is sought in a proceeding in equity or at law).

Authority; Enforceability. Each Seller has all necessary requisite corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a partyDocuments, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, execution and delivery and performance by each Seller of this Agreement and the Ancillary Agreements to which it is a party Documents by Seller, the performance by Seller of its obligations hereunder and thereunder, and the consummation by each Seller of the transactions contemplated hereby and thereby thereby, have been duly and validly authorized by all necessary the board of directors of Seller, and no other corporate action or proceeding on the part of each Seller is necessary to authorize the execution and no other corporate proceedings on delivery of this Agreement and the part Ancillary Documents by Seller, the performance by Seller of any Seller are necessary pursuant to its governing documents obligations hereunder or thereunder or the laws consummation by Seller of its jurisdiction of incorporation to authorize this Agreement or the Ancillary Agreements to which it is a party or to consummate the transactions contemplated hereby or thereby. Each This Agreement has been and, prior to the Designated Interest Closing, the Ancillary Documents will be, duly and validly executed and delivered by Seller’s Board , and, assuming the due and valid execution and delivery of Directors has (i) approved this Agreement and the transactions contemplated herebyAncillary Documents by the Company and Purchaser, (ii) determined that the terms of this Agreement are fair to constitutes and in the best interests of such Seller and its stockholders, and (iii) declared the advisability of this Agreement. This Agreement has been duly executed and delivered by the Sellers, and each Ancillary Agreement will be duly executed and delivered by each Seller party thereto, and, assuming due authorization, execution and delivery by the other parties hereto and thereto, constitutes or Documents will constitute a legal, valid and binding agreement obligations of each Seller Seller, enforceable against each Seller in accordance with its their terms, subject to the effects of applicable bankruptcy, reorganization, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting creditors’ rights generally and to general equitable principles of equity (whether considered in a proceeding at law or in equity or at lawequity).

Authority; Enforceability. Each Seller has all necessary corporate power and authority to execute and deliver this Agreement and Seller, the Ancillary Company and each of the Company’s Subsidiaries have all necessary corporate power and authority to execute and deliver each of the Transaction Agreements with respect to which it such Person is a party, to perform its such Person’s obligations hereunder and thereunder thereunder, as the case may be, and to consummate the transactions contemplated hereby and thereby, as the case may be. The execution, delivery and performance by each Seller of this Agreement and the Ancillary Transaction Agreements to which it is a party and the consummation by each Seller of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of each Seller Seller, the Company and the Company’s Subsidiaries, as applicable, and no other corporate proceedings action on the part of any Seller are such Person or such Person’s board of directors (or the equivalent thereof) is necessary pursuant to its governing documents or the laws Laws of its jurisdiction of incorporation organization to authorize this Agreement or the Ancillary Agreements to which it is a party Transaction Agreements, as applicable, or to consummate the transactions contemplated hereby or thereby. Each Seller’s Board of Directors has (i) approved this Agreement and the transactions contemplated hereby, (ii) determined that the terms of this Agreement are fair to and in the best interests of such Seller and its stockholders, and (iii) declared the advisability of this Agreementas applicable. This Agreement has been duly executed and delivered by the SellersSeller, and each Ancillary Transaction Agreement will be duly executed and delivered by each Seller of Seller, the Company and the Company’s Subsidiaries to the extent a party thereto, thereto and, assuming due authorization, execution and delivery by the other parties hereto and theretoPurchaser, constitutes or will constitute a legal, valid and binding agreement of each Seller Seller, the Company, and the Subsidiaries, as applicable, enforceable against each Seller such Person in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting creditors’ rights generally and general equitable principles (principles, whether considered in a proceeding in equity or at lawlaw (collectively, the “General Enforceability Exceptions”).

Authority; Enforceability. Each Seller has all necessary corporate power and authority each of the Stockholders (i) have the full legal capacity to execute and deliver this Agreement and the Ancillary Agreements Documents to which he or it is a party, party and to perform his or its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The ; (ii) the execution, delivery and performance by each Seller of this Agreement and the Ancillary Agreements to which it is a party Documents by Seller and the consummation by each Seller of the transactions contemplated hereby and thereby have been duly and validly authorized approved by all necessary corporate such Seller, and no other action on the part of each either any Stockholder or the Seller is necessary to authorize the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation by Seller and no other corporate proceedings on each of the part Stockholders of any Seller are necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize this Agreement or the Ancillary Agreements to which it is a party or to consummate the transactions contemplated hereby or and thereby. Each Seller’s Board of Directors has (i) approved this Agreement and the transactions contemplated hereby, (ii) determined that the terms of this Agreement are fair to and in the best interests of such Seller and its stockholders, and ; (iii) declared the advisability of this Agreement. This Agreement has been duly and validly executed and delivered by Seller and each of the SellersStockholders and this Agreement constitutes, and each of the Ancillary Agreement will be duly Documents to which Seller or either of such Stockholders is a party (when so executed and delivered by each Seller party theretodelivered) will constitute, and, assuming due authorization, execution and delivery by the other parties hereto and thereto, constitutes or will constitute a legal, valid and binding agreement obligations of each Seller and such Stockholders enforceable against each Seller in accordance with its their respective terms, subject to except as the effects of enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and or other similar Laws laws relating to or affecting the enforcement of creditors’ ' rights generally and by general equitable principles (whether considered in a proceeding in equity or at law)of equity.

Authority; Enforceability. Each Seller The Partnership has all necessary corporate requisite power and authority under the Partnership Agreement and the Delaware LP Act to execute issue, sell and deliver the Series A Preferred Units, in accordance with and upon the terms and conditions set forth in this Agreement and the Ancillary Agreements Partnership Agreement. All limited partnership and limited liability company action, as the case may be, required to which it is a partybe taken by the Partnership Entities or any of their partners or members for the authorization, to perform its obligations hereunder issuance, sale and thereunder delivery of the Series A Preferred Units, the execution and to consummate delivery of the transactions contemplated hereby and thereby. The execution, delivery and performance by each Seller of this Agreement and the Ancillary Agreements to which it is a party Transaction Documents and the consummation by each Seller of the transactions contemplated hereby thereby shall have been validly taken. No approval from the holders of outstanding Common Units is required under the Partnership Agreement or the rules of the NYSE in connection with the Partnership’s issuance and thereby have sale of the Series A Preferred Units to the Purchasers. Each of the Transaction Documents has been duly and validly authorized by all necessary corporate action on the part of each Seller and no other corporate proceedings on the part of any Seller are necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize this Agreement or the Ancillary Agreements to which it is a party or to consummate the transactions contemplated hereby or thereby. Each Seller’s Board of Directors has (i) approved this Agreement and the transactions contemplated hereby, (ii) determined that the terms of this Agreement are fair to and in the best interests of such Seller and its stockholders, and (iii) declared the advisability of this Agreement. This Agreement has been duly or, with respect to the Transaction Documents to be delivered at the Closing, will be, validly executed and delivered by the SellersPartnership or the General Partner, and each Ancillary Agreement will be duly executed and delivered by each Seller party theretoas the case may be, and, assuming due authorizationto the Knowledge of the Enterprise Parties, execution and delivery by the other parties hereto and thereto. Each of the Transaction Documents constitutes, constitutes or will constitute a constitute, the legal, valid and binding agreement obligations of the Partnership or the General Partner, as the case may be, and, to the Knowledge of the Enterprise Parties, each Seller of the parties thereto, in each case enforceable against each Seller in accordance with its terms; provided that, subject with respect to each such agreement, the effects of enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyancetransfer, reorganization, moratorium and other similar Laws relating to or affecting creditors’ rights generally and by general equitable principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Authority; Enforceability. Each The Seller has all necessary corporate has, and each of its Affiliates contemplated to be party to any Ancillary Agreement by the Closing will have, the requisite organizational power and authority to execute and deliver enter into this Agreement and the Ancillary Agreements to which it is a partyAgreements, to perform its obligations hereunder and thereunder as applicable, and to consummate the transactions contemplated hereby and thereby. The execution, execution and delivery and performance by each Seller of this Agreement and the Ancillary Agreements to which it is a party by the Seller and its applicable Affiliates and the consummation by each Seller of the transactions contemplated hereby and thereby have been, or in the case of any applicable Affiliate of the Seller will have been by the Closing, duly and validly authorized by all necessary corporate action on the part of each Seller and no other corporate organizational proceedings on the part of the Seller or any Seller are necessary pursuant to its governing documents or the laws of its jurisdiction applicable Affiliates are, or on the part of incorporation any applicable Affiliates of the Seller at the Closing will be, required therefor. The Seller and its Affiliates have, and will have at or prior to authorize this Agreement the Closing, full shareholder, corporate, limited liability company, partnership or similar organizational (as applicable) power and authority to execute and deliver the Ancillary Agreements Transaction Documents to which it is a party and to perform its obligations hereunder or to consummate the transactions contemplated hereby or thereby. Each Seller’s Board of Directors has (i) approved this Agreement and the transactions contemplated hereby, (ii) determined that the terms of this Agreement are fair to and in the best interests of such Seller and its stockholders, and (iii) declared the advisability of this Agreementthereunder. This Agreement has been been, and by the Closing the Ancillary Agreements will have been, duly executed and delivered by the Sellers, Seller and each Ancillary Agreement will be duly executed and delivered by each Seller party thereto, its applicable Affiliates and, assuming the due authorization, execution and delivery of this Agreement by the other parties hereto Purchaser, and theretothe Ancillary Agreements by the Purchaser and its applicable Affiliates by the Closing, constitutes or will constitute a the legal, valid and binding agreement obligations of each the Seller and its applicable Affiliates, enforceable against each Seller them in accordance with its their terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and moratorium, fraudulent transfer or other similar Laws affecting or relating to or affecting the enforcement of creditors’ rights generally from time to time in effect, and to general equitable principles (whether considered in a proceeding in of equity or at law)and the implied covenant of good faith and fair dealing.

Authority; Enforceability. Each Seller The Company has all necessary corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a partyAgreement, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyhereby. The execution, delivery and performance by each Seller the Company of this Agreement and the Ancillary Agreements to which it is a party and the consummation by each Seller the Company of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of each Seller the Company and no other corporate proceedings on the part of any Seller the Company are necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize this Agreement or the Ancillary Agreements to which it is a party or to consummate the transactions contemplated hereby or thereby(other than the approval of the transactions contemplated by this Agreement pursuant to an affirmative vote of holders of at least two-thirds (2/3) of the outstanding Shares of each of the No Par Common Stock and the Class B Common Stock, voting as separate classes, entitled to vote to approve this Agreement and the Cash Merger (the “Requisite Shareholder Vote”)). Each Seller’s The Board of Directors has Directors, at a meeting duly called and held, duly and unanimously adopted resolutions (i) approved approving the termination of the Prior Merger Agreement, (ii) approving and adopting this Agreement and the transactions contemplated hereby, (iiiii) determined determining that the termination of the Prior Merger Agreement and the terms of this Agreement are fair to and in the best interests of such Seller and its stockholdersthe Company’s shareholders, and (iiiiv) declared declaring the advisability of this Agreement, and (v) recommending (the “Board Recommendation”) that the Company’s shareholders vote in favor of approving this Agreement and the transactions contemplated hereby at the Shareholders Meeting (as defined in Section 6.3), which resolutions have not been subsequently rescinded, modified or withdrawn in any way. This Agreement has been duly executed and delivered by the Sellers, and each Ancillary Agreement will be duly executed and delivered by each Seller party thereto, Company and, assuming due authorization, execution and delivery by the other parties hereto and theretohereto, constitutes or will constitute a legal, valid and binding agreement of each Seller the Company, enforceable against each Seller the Company in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law). The approval of this Agreement by the Requisite Shareholder Vote is the only vote of the holders of any class or series of capital stock, other Equity Interests or Liabilities of the Company, any Company Subsidiary or any Nonprofit Organization necessary to approve this Agreement and the transactions contemplated hereby.

Authority; Enforceability. Each Seller (i) Such Pledgor has all necessary corporate the full right, power and authority to execute pledge its respective Collateral and deliver to grant the security interest in the Collateral as herein provided; (ii) There are no restrictions on the transfer of any Collateral owned by such Pledgor to Collateral Agent hereunder or with respect to any subsequent transfer thereof or realization thereupon by Collateral Agent (except for any such restrictions that have been waived to the Collateral Agent’s satisfaction), and each Pledgor hereby waives any restrictions under any Pledged Collateral Agreement or applicable Law or otherwise (other than under any applicable securities laws) which otherwise might apply to the exercise by the Collateral Agent of the rights and remedies provided in this Agreement so as to permit (i) such Pledgor to enter into and perform such Pledgor’s obligations under this Agreement and the Ancillary Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by each Seller of this Agreement and the Ancillary Agreements to which it is a party and the consummation by each Seller of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of each Seller and no other corporate proceedings on the part of any Seller are necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize this Agreement or the Ancillary Agreements to which it is a party or to consummate the transactions contemplated hereby or thereby. Each Seller’s Board of Directors has (i) approved this Agreement and the transactions contemplated hereby, (ii) determined that the terms Collateral Agent’s exercise of this Agreement are fair to the Collateral Agent’s rights and in the best interests of such Seller and its stockholders, and remedies set forth hereunder; (iii) declared the advisability of this Agreement. This Agreement has been duly executed and delivered by constitutes the Sellers, and each Ancillary Agreement will be duly executed and delivered by each Seller party thereto, and, assuming due authorization, execution and delivery by the other parties hereto and thereto, constitutes or will constitute a legal, valid and binding agreement obligation of each Seller enforceable against each Seller such Pledgor in accordance with its termsthe terms hereof and has been duly authorized, subject to the effects of executed and delivered, except as enforceability is limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and or other similar Laws laws relating to or affecting generally the enforcement of creditors’ rights generally and general equitable principles of equity; (whether considered iv) The execution and delivery of this Agreement will not conflict with or result in any breach or contravention of any provision of law, statute, rule or regulation to which any Pledgor is subject or any judgment, order, writ, injunction, license or permit applicable to such Pledgor or any indenture, mortgage, deed of trust, or other material agreement or instrument to which such Pledgor is a party or by which such Pledgor may be bound, or to which such Pledgor may be subject; and (v) There is no material litigation or administrative proceeding now pending, or to the best of its knowledge threatened in equity writing, against such Pledgor which could reasonably be expected to materially impair the ability of such Pledgor to pay or at law)perform such Pledgor’s obligations hereunder or the exercise by the Collateral Agent of its rights and remedies hereunder.

Authority; Enforceability. Each Seller (a) Purchaser has all necessary requisite corporate or other similar applicable power and authority to execute and deliver this Agreement and the Ancillary Agreements each other Transaction Document to which it is will be a party, and to perform its obligations hereunder and thereunder and to consummate the Transaction and the other transactions contemplated hereby and therebyby this Agreement. The execution, execution and delivery and performance by each Seller Purchaser of this Agreement and the Ancillary Agreements each other Transaction Document to which it is will be a party party, and the performance by Purchaser of its obligations hereunder and thereunder and the consummation by each Seller Purchaser of the Transaction and the other transactions contemplated hereby and thereby by this Agreement, have been, or, with respect to such other Transaction Documents, will have been as of the Closing, duly and validly authorized by all necessary requisite corporate action or other similar applicable action. (b) Purchaser has all requisite corporate or other similar applicable power and authority to carry on the part of each Seller and no other corporate proceedings on the part of any Seller are necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize this Agreement or the Ancillary Agreements to which business as it is a party now being conducted and to own, lease and operate its properties and assets, except where the failure to have such power and authority would not have, individually or to consummate the transactions contemplated hereby or thereby. Each Seller’s Board of Directors has (i) approved this Agreement and the transactions contemplated hereby, (ii) determined that the terms of this Agreement are fair to and in the best interests of such Seller and its stockholdersaggregate, and a Purchaser Material Adverse Effect. (iiic) declared the advisability of this Agreement. This Agreement has been duly executed and delivered by the SellersPurchaser and, assuming this Agreement has been duly executed and delivered by Seller, constitutes a valid and binding obligation of Purchaser, and each Ancillary Agreement other Transaction Document will be duly executed and delivered by Purchaser and will, assuming such Transaction Document has been duly executed and delivered by each Seller Entity that will be a party thereto, and, assuming due authorization, execution and delivery by the other parties hereto and thereto, constitutes or will constitute a legal, valid and binding agreement obligation of Purchaser, in each Seller case enforceable against each Seller Purchaser in accordance with its terms, subject to the effects of except as enforcement may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, reorganization, moratorium and other or similar Laws relating to or affecting creditors’ rights generally and or by general equitable principles of equity (regardless of whether considered enforcement is sought in a proceeding in equity or at law).

Authority; Enforceability. Each Seller Purchaser has all necessary corporate requisite power and authority to execute and deliver this Agreement and each of the Ancillary Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions Transactions contemplated hereby and thereby. The execution, execution and delivery and performance by each Seller Purchaser of this Agreement and each of the Ancillary Agreements to which Purchaser is a party and the performance by Purchaser of this Agreement and each of the Ancillary Agreements to which it is a party and the consummation by each Seller of the transactions Transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action by Purchaser and no other proceeding on the part of each Seller and no other corporate proceedings on the part of any Seller are Purchaser is necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize this Agreement or any of the Ancillary Agreements to which it Purchaser is a party or to consummate the transactions Transactions contemplated hereby or thereby. Each Seller’s Board of Directors has (i) approved this Agreement and the transactions contemplated hereby, (ii) determined that the terms of this Agreement are fair to and in the best interests of such Seller and its stockholders, and (iii) declared the advisability of this Agreement. This Agreement has been duly executed and delivered by the Sellers, Purchaser and each of the Ancillary Agreement Agreements to which Purchaser is a party will be duly executed and delivered by Purchaser. This Agreement constitutes, and each Seller party theretoof the Ancillary Agreements to which Purchaser is a party, andwhen duly executed and delivered by Purchaser, assuming due authorizationwill constitute, execution and delivery by the other parties hereto and thereto, constitutes or will constitute a legal, valid and binding agreement obligation of each Seller Purchaser, enforceable against each Seller Purchaser in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law).

Authority; Enforceability. Each Seller has all necessary and the Company each have full corporate power and authority to execute and deliver enter into this Agreement and the Ancillary Agreements other Transaction Documents to which it each is a party, as applicable, and to perform its their respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebythereunder. The execution, delivery and performance by each Seller of this Agreement and the Ancillary Agreements to which it is a party other Transaction Documents and the consummation by each Seller of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by all necessary corporate action required corporate, board, and shareholder actions of Seller and the Company, and no other actions on the part of each Seller and no other corporate proceedings on or the part of any Seller Company are necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize and approve this Agreement or and the Ancillary Agreements to which it is a party or to consummate other Transaction Documents and the transactions contemplated hereby or and thereby. Each Seller’s Board of Directors has (i) approved this Agreement and the transactions contemplated hereby, (ii) determined that the terms of this Agreement are fair to and in the best interests of such Seller and its stockholders, and (iii) declared the advisability of this Agreement. This Agreement has been duly executed and delivered by Seller and the SellersCompany, and each Ancillary Agreement will constitutes a valid and binding obligation of Seller and the Company, enforceable against Seller and the Company in accordance with its terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally or by the principles governing the availability of equitable remedies). At Closing, all other Transaction Documents to be executed and delivered by Seller and/or the Company shall have been duly executed and delivered by each Seller party theretoand/or the Company, and, assuming due authorization, execution as applicable. All other Transaction Documents executed and delivery delivered by Seller and/or the other parties hereto and thereto, constitutes or will Company shall constitute a legal, valid and binding agreement obligations of each Seller and/or the Company, as applicable, enforceable against each Seller in accordance with its terms, subject to the effects of their terms (except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other or similar Laws relating to or laws affecting creditors’ rights generally and general or by the principles governing the availability of equitable principles (whether considered in a proceeding in equity or at lawremedies).

Authority; Enforceability. (a) Each Seller member of the Company Group, subject to the receipt of the Requisite Company Vote, has all necessary corporate the requisite power and authority to execute and deliver this Agreement and the Ancillary Agreements Transaction Documents to which it is is, or will be, a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyTransactions. The execution, execution and delivery and performance by each Seller member of this Agreement and the Ancillary Agreements Company Group of the Transaction Documents to which it is such member of the Company Group is, or will be, a party party, and the consummation by each Seller member of the transactions contemplated hereby and thereby Company Group of the Transactions, subject to the receipt of the Requisite Company Vote, have been duly and validly authorized by all necessary corporate action on the part of each Seller Company Group, and no other corporate proceedings on the part of any Seller are member of the Company Group or stockholder or equityholder action is necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize this Agreement or the Ancillary Agreements Transaction Documents to which it is is, or will be, a party or to consummate the transactions Transactions contemplated hereby by or thereby. Each Seller’s Board perform the obligations under the Transaction Documents to which it is, or will be, a party. (b) The Transaction Documents to which each member of Directors has the Company Group is, or will be, a party (isubject to the receipt of the Requisite Company Vote) approved this Agreement have been (or will be, when executed and delivered at the transactions contemplated hereby, (iiClosing) determined that the terms of this Agreement are fair to duly and in the best interests of such Seller and its stockholders, and (iii) declared the advisability of this Agreement. This Agreement has been duly validly executed and delivered by such member of the Sellers, and each Ancillary Agreement will be duly executed and delivered by each Seller party theretoCompany Group, and, assuming the due authorization, execution and delivery by the other parties hereto and thereto, constitutes each Transaction Document to which any member of the Company Group is, or will constitute be, a party (subject to the receipt of the Requisite Company Vote) constitutes (or will constitute, when executed and delivered at or prior to the Closing) the legal, valid and binding agreement of each Seller such member of the Company Group, enforceable against each Seller such member of the Company Group in accordance with its termsterms and conditions, subject to the effects of except as limited by (i) applicable bankruptcy, reorganization, insolvency, fraudulent conveyance, reorganization, moratorium and or other similar Laws relating to or affecting the enforcement of creditors’ rights generally from time to time in effect, and general (ii) the availability of equitable principles remedies (regardless of whether enforceability is considered in a proceeding at Law or in equity or at lawequity) (collectively, “Enforceability Exceptions”).

Authority; Enforceability. Each Seller The Partnership has all necessary corporate requisite power and authority under the Partnership Agreement and the Delaware LP Act to execute issue, sell and deliver the Purchased Units, in accordance with and upon the terms and conditions set forth in this Agreement and the Ancillary Agreements Partnership Agreement. All limited partnership, limited liability company or corporate action, as the case may be, required to which it is a partybe taken by the Partnership Entities or any of their partners, to perform its obligations hereunder members or stockholders for the authorization, issuance, sale and thereunder delivery of the Purchased Units, the execution and to consummate delivery of the transactions contemplated hereby and thereby. The execution, delivery and performance by each Seller of this Agreement and the Ancillary Agreements to which it is a party Transaction Documents and the consummation by each Seller of the transactions contemplated hereby thereby shall have been validly taken. No approval from the holders of outstanding Common Units is required under the Partnership Agreement or the rules of the NYSE in connection with the Partnership’s issuance and thereby have sale of the Purchased Units to the Purchasers. Each of the Transaction Documents has been duly and validly authorized by all necessary corporate action on the part of each Seller and no other corporate proceedings on the part of any Seller are necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize this Agreement or the Ancillary Agreements to which it is a party or to consummate the transactions contemplated hereby or thereby. Each Seller’s Board of Directors has (i) approved this Agreement and the transactions contemplated hereby, (ii) determined that the terms of this Agreement are fair to and in the best interests of such Seller and its stockholders, and (iii) declared the advisability of this Agreement. This Agreement has been duly or, with respect to the Transaction Documents to be delivered at the Closing, will be, validly executed and delivered by the SellersPartnership or the General Partner, and each Ancillary Agreement will be duly executed and delivered by each Seller party theretoas the case may be, and, assuming due authorizationto the Knowledge of the MPLX Parties, execution and delivery by the other parties hereto and thereto. Each of the Transaction Documents constitutes, constitutes or will constitute a constitute, the legal, valid and binding agreement obligations of the Partnership or the General Partner, as the case may be, and, to the Knowledge of the MPLX Parties, each Seller of the parties thereto, in each case enforceable against each Seller in accordance with its terms; provided that, subject with respect to each such agreement, the effects of enforceability thereof may be limited by applicable bankruptcy, insolvency, fraudulent conveyancetransfer, reorganization, moratorium and other or similar Laws relating from time to or time in effect affecting creditors’ rights and remedies generally and by general equitable principles of equity (regardless of whether such principles are considered in a proceeding in equity or at law).

Authority; Enforceability. Each Seller has all necessary requisite corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements other Transaction Documents to which it is or will be a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyTransactions. The execution, delivery and performance by each Seller of this Agreement and the Ancillary Agreements to which it is a party Transaction Documents and the consummation by each such Seller of the transactions contemplated hereby and thereby Transactions have been duly and validly authorized by all necessary action and no other corporate action on the part of each such Seller and no other corporate proceedings on the part of any Seller are will be necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize this Agreement or the Ancillary Agreements to which it is a party or to consummate the transactions contemplated hereby or thereby. Each Seller’s Board execution and delivery by such Seller of Directors has (i) approved this Agreement and the transactions contemplated hereby, (ii) determined that consummation by it of the terms of this Agreement are fair to and in the best interests of such Seller and its stockholders, and (iii) declared the advisability of this AgreementTransactions. This Agreement has been and, when executed and delivered at the Closing, the other Transaction Documents to which each Seller will at the Closing be a party will be, duly executed and delivered by the Sellerssuch Seller. This Agreement constitutes and, and each Ancillary Agreement will be duly when executed and delivered by at the Closing, the other Transaction Documents to which each Seller will at the Closing be a party theretowill constitute, and, assuming due authorization, execution and delivery by the other parties hereto and thereto, constitutes or will constitute a legal, valid and binding agreement obligation of each Seller such Seller, enforceable against each such Seller in accordance with its their respective terms, except that (a) such enforcement may be subject to the effects of applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, reorganization, moratorium and or other similar Laws relating to Laws, now or hereafter in effect, affecting creditors’ rights and remedies generally and general (b) the remedy of specific performance and injunctive and other forms of equitable principles (whether considered in a relief may be subject to equitable defenses and to the discretion of the court before which any proceeding in equity or at law)therefor may be brought.

Authority; Enforceability. Each Seller (a) UMC has all necessary corporate power and authority to execute and deliver this Agreement Agreement, and each instrument required hereby and thereby to be executed and delivered by it at the Ancillary Agreements Closing and, subject to which it is a partythe receipt of the UMC Shareholder Approvals, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, execution and delivery and performance by each Seller UMC of this Agreement and each instrument required hereby to be executed and delivered by UMC at the Ancillary Agreements to which it is a party Closing, the performance of its obligations hereunder and thereunder, and the consummation by each Seller of the transactions contemplated hereby and thereby have been duly and validly authorized by the Board of Directors of UMC, and have been duly and validly authorized by all necessary requisite corporate action on action, except for the part receipt of each Seller and the UMC Shareholder Approvals. Except for receipt of the UMC Shareholder Approvals, no other corporate proceedings on the part of any Seller UMC are necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize this Agreement or the Ancillary Agreements to which it is a party or to consummate the transactions contemplated hereby or thereby. Each Seller’s Board consummation of Directors has (i) approved this Agreement and the transactions contemplated hereby, (ii) determined that the terms of this Agreement are fair to and in the best interests of such Seller and its stockholders, and (iii) declared the advisability of this Agreement. This Agreement has been duly executed and delivered by the Sellers, and each Ancillary Agreement will be duly executed and delivered by each Seller party thereto, of UMC and, assuming due authorization, execution and delivery hereof by the other parties hereto Company and theretoBest Elite, constitutes or will constitute a legal, valid and binding agreement obligation of each Seller UMC, enforceable against each Seller UMC in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws laws relating to or affecting creditors’ rights generally and generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. (b) When the UMC Ordinary Shares to be issued as the Share Consideration are issued, if any, such UMC Ordinary Shares will be validly issued, fully paid and non-assessable, and when delivered pursuant to Section 1.9(b), shall have been listed for trading on the Taiwan Stock Exchange, free and clear of any Liens or other restrictions whatsoever, except as explicitly contemplated by this Agreement or imposed by applicable Law or by the act(s) of the recipient of such UMC Ordinary Shares. (c) When the UMC ADSs to be issued as the Share Consideration, if any, are issued, such UMC ADSs will be validly issued, fully paid and non-assessable, free and clear of any Liens or other restrictions whatsoever, except as explicitly contemplated by this Agreement or imposed by applicable Law or by the act(s) of the recipient of such UMC ADSs.

Authority; Enforceability. Each Seller (a) The Company has all necessary corporate requisite limited liability company power and authority to execute and deliver this Agreement and the Ancillary Agreements other Transaction Documents to which it the Company is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, execution and delivery and performance by each Seller the Company of this Agreement and the Ancillary Agreements other Transaction Documents to which it the Company is a party party, and the consummation performance by each Seller the Company of the transactions contemplated hereby its obligations hereunder and thereby thereunder, have been duly and validly authorized by all necessary corporate action on limited liability company action, subject only to obtaining the part affirmative vote of 50% of the outstanding Company Units to approve this Agreement, including the satisfaction or waiver of any applicable notice provisions under Wisconsin Law and the Operating Agreement (the “Required Unitholder Approval”). This Agreement has been (and each Seller other Transaction Document to be executed by the Company at or prior to Closing will be) duly and validly executed and delivered by the Company and, assuming the Required Unitholder Approval is obtained, constitutes (and each other Transaction Document to be executed by the Company at or prior to Closing will constitute) the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization, arrangement, moratorium or other similar Applicable Laws relating to or affecting the rights of creditors generally, or by general equitable principles (the “Enforceability Exceptions”). (b) The Required Unitholder Approval is the only approval of the holders of Company Units required to approve this Agreement and the Merger under the Company’s Organizational Documents and Applicable Laws, and no other corporate limited liability company proceedings on by the part of any Seller Company are necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize this Agreement or the Ancillary Agreements to which it is a party or to consummate the transactions contemplated hereby hereby, other than the filing of the Articles of Merger. No “fair price,” “moratorium,” “control share acquisition” or therebyother anti-takeover statute or regulation or any provision in the Company’s Organizational Documents is, or at the Effective Time will be, applicable to the Company, the Merger or the other transactions contemplated by this Agreement. Each SellerNo objection or dissociation rights shall be available to the holders of Company Units in connection with the Merger pursuant to the Company’s Board Organizational Documents and Wisconsin Law. (c) The Company’s board of Directors managers has (i) determined that the Merger, upon the terms and subject to the conditions set forth herein, is in the best interests of the holders of the Company Units, (ii) approved this Agreement and the transactions contemplated hereby, (ii) determined that the terms of this Agreement are fair to and in the best interests of such Seller and its stockholders, declared their advisability and (iii) declared recommended the advisability approval of this Agreement. This Agreement has been duly executed and delivered by to the Sellers, and each Ancillary Agreement will be duly executed and delivered by each Seller party thereto, and, assuming due authorization, execution and delivery by Unitholders entitled to vote thereon (the other parties hereto and thereto, constitutes or will constitute a legal, valid and binding agreement of each Seller enforceable against each Seller “Board Recommendation”) in accordance in all respects with the Company’s Organizational Documents, Applicable Law and its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law)fiduciary duties.

Authority; Enforceability. Each Seller of Purchaser and Parent has all necessary corporate the requisite power and authority to execute and deliver this Agreement and the Ancillary Agreements Agreement, each other Transaction Document to which it each is a party, party and each instrument required to be executed and delivered by it prior to or at the Closing and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, execution and delivery and performance by each Seller of Purchaser and Parent of this Agreement and the Ancillary Agreements Agreement, each other Transaction Document to which it such Person is a party and each instrument required hereby to be executed and delivered by such Person prior to or at the Closing, the performance of its obligations hereunder and thereunder and the consummation by each Seller of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of each Seller Purchaser and Parent, and no other corporate or limited liability company power or similar proceedings on the part of any Seller Purchaser or Parent are necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize this Agreement or the Ancillary Agreements Agreement, any other Transaction Document to which it is they are a party or any instrument required to consummate be executed and delivered by them prior to or at the Closing or the consummation of the transactions contemplated hereby or thereby. Each Seller’s Board of Directors has (i) approved this Agreement and the transactions contemplated hereby, (ii) determined that the terms of this Agreement are fair to and in the best interests of such Seller and its stockholders, and (iii) declared the advisability of this Agreement. This Agreement has been duly executed and delivered by the Sellers, and each Ancillary Agreement will be duly validly executed and delivered by each Seller party thereto, of Purchaser and Parent and, assuming the due authorization, execution and delivery thereof by the other parties hereto Seller and theretothe Company, constitutes or will constitute a legal, valid and binding agreement obligation of each Seller Purchaser and Parent, enforceable against each Seller them in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law).

Authority; Enforceability. (a) (i) Each Seller Purchaser (and any of its Affiliates that may be a party to any Transaction Document, as applicable) has (or in the case of certain Local Transfer Agreements and Transaction Documents other than this Agreement, will have) all necessary requisite corporate or other similar applicable power and authority to execute and deliver this Agreement and the Ancillary Agreements each other Transaction Document to which it is or will be a party, and to perform its obligations hereunder and thereunder thereunder, (ii) the execution and delivery by each Purchaser (and any of its Affiliates that may be a party to consummate any Transaction Document, as applicable) of this Agreement and each other Transaction Document to which it is or will be a party, and the performance by each Purchaser (and any of its Affiliates that may be a party to any Transaction Document, as applicable) of its obligations hereunder and thereunder, have been, or will have been as of the Closing, duly authorized by all requisite corporate or other similar applicable action, and (iii) no vote of any stockholders or other equity holders of Purchaser or any of its Affiliates is (or in the case of certain Local Transfer Agreements and other Transaction Documents, will be) required for the execution of this Agreement or any other Transaction Document or the consummation of the Transaction or the other transactions contemplated hereby and thereby. The execution. (b) Each Purchaser (and any of its Affiliates that may be a party to any Transaction Document, delivery as applicable) has all requisite corporate or other similar applicable power and performance by each Seller of this authority to carry on its business as it is now being conducted and to own, lease and operate its properties and assets, except where the failure to have such power and authority would not have, individually or in the aggregate, a Purchaser Material Adverse Effect. (c) This Agreement and the Ancillary Agreements to which it is a party and the consummation by each Seller of the transactions contemplated hereby and thereby French Put Option Agreement have been duly executed and validly authorized by all necessary corporate action on the part of delivered each Seller and no other corporate proceedings on the part of any Seller are necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize this Agreement or the Ancillary Agreements to which it is a party or to consummate the transactions contemplated hereby or thereby. Each Seller’s Board of Directors has (i) approved this Agreement and the transactions contemplated herebyPurchaser and, (ii) determined that the terms of this Agreement are fair to and in the best interests of such Seller and its stockholders, and (iii) declared the advisability of this Agreement. This Agreement has assuming they have been duly executed and delivered by the SellersSeller, constitutes a valid and binding obligation of each Purchaser, and each Ancillary Agreement other Transaction Document will be duly executed and delivered by each Purchaser (and any of its Affiliates that may be a party to any Transaction Document, as applicable) and will, assuming such Transaction Document has been duly executed and delivered by each Seller Entity that will be a party thereto, and, assuming due authorization, execution and delivery by the other parties hereto and thereto, constitutes or will constitute a legal, valid and binding agreement obligation of each Seller Purchaser (and any of its Affiliates that may be a party to any Transaction Document, as applicable), in each case enforceable against each Seller Purchaser (and any of its Affiliates that may be a party to any Transaction Document, as applicable) in accordance with its terms, subject to the effects of except as enforcement may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, reorganization, moratorium and other or similar Laws relating to or affecting creditors’ rights generally and or by general equitable principles of equity (regardless of whether considered enforcement is sought in a proceeding Proceeding in equity or at lawLaw).

Authority; Enforceability. (a) Each Seller of Parent and Merger Sub has all necessary requisite corporate or similar power and authority to execute and deliver enter into this Agreement and the Ancillary Agreements to which it is a partyAgreement, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyhereby. The board of directors (or equivalent governing body) of Parent has approved the execution, delivery and performance by each Seller of this Agreement and the Ancillary Agreements to which it is a party and the consummation by each Seller of the transactions contemplated hereby hereby, including the Merger and thereby have been duly the Equity Financing, and validly the board of directors of Merger Sub has unanimously (i) determined that it is in the best interests of Merger Sub and its sole stockholder, and declared it advisable, to enter into this Agreement, (ii) authorized and approved the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, including the Merger, and (iii) resolved to recommended that Parent, as the sole stockholder of Merger Sub, adopt this Agreement and directed that such matter be submitted for consideration of the sole stockholder of Merger Sub. (b) Except for the adoption of this Agreement by all necessary corporate action on Xxxxxx, as the part sole stockholder of each Seller Merger Sub (which such adoption shall occur immediately following the execution of this Agreement and be delivered to the Company immediately following execution of this Agreement) and the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, no other corporate or similar proceedings on the part of any Seller Parent or Merger Sub are necessary pursuant to its governing documents authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. No vote of the equityholders of Parent or the laws holders of its jurisdiction any other securities of Parent (equity or otherwise) is required by any applicable Law, the certificate of incorporation to authorize this Agreement or the Ancillary Agreements to which it is a party bylaws or other equivalent organizational documents of Parent in order for Parent to consummate the transactions contemplated hereby or thereby. Each Seller’s Board of Directors has hereby. (ic) approved this Agreement and the transactions contemplated hereby, (ii) determined that the terms of this Agreement are fair to and in the best interests of such Seller and its stockholders, and (iii) declared the advisability of this Agreement. This Agreement has been duly and validly executed and delivered by the Sellers, Xxxxxx and each Ancillary Agreement will be duly executed and delivered by each Seller party thereto, Merger Sub and, assuming due authorization, execution and delivery by this Agreement constitutes the other parties hereto and thereto, constitutes or will constitute a legal, valid and binding agreement of each Seller the Company, this Agreement constitutes the valid and binding agreement of Parent and Merger Sub, enforceable against each Seller of Parent and Merger Sub in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law)Enforceability Exceptions.

Authority; Enforceability. Each Seller of Purchaser and Parent has all necessary requisite corporate power and authority to execute and deliver this Agreement and Agreement, the Ancillary Agreements to which it is a partyparty and each instrument required hereby to be executed and delivered by it at the Closing, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, execution and delivery and performance by each Seller of Purchaser and Parent of this Agreement and Agreement, each of the Ancillary Agreements to which it is a party and each instrument required hereby to be executed and delivered by it at the consummation by each Seller Closing and the performance of the transactions contemplated hereby its obligations hereunder and thereby thereunder have been duly and validly authorized by their respective Boards of Directors and, to the extent required under the Delaware General Corporation Law, by Parent as the sole stockholder of Purchaser. The Parent Shares issuable pursuant to Section 3.2 hereof have been duly authorized and, when issued in accordance with the terms hereof, will be validly issued, fully-paid and non-assessable and will be free and clear of all necessary corporate action on the part of each Seller and no Liens. No other corporate proceedings on the part of any Seller Purchaser or Parent are necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize this Agreement or the Ancillary Agreements to which it is a party or to consummate the transactions contemplated hereby or thereby. Each Seller’s Board consummation of Directors has (i) approved this Agreement and the transactions contemplated hereby, (ii) determined that the terms of this Agreement are fair to and in the best interests of such Seller and its stockholders, and (iii) declared the advisability of this Agreement. This Agreement has and each of the Ancillary Agreements executed and delivered by Purchaser or Parent at the Closing have been duly executed and delivered by the SellersPurchaser and Parent, and each Ancillary Agreement will be duly executed and delivered by each Seller party theretoas applicable, and, assuming due authorization, execution and delivery hereof by the other parties hereto each Seller and theretoeach Owner, constitutes or will constitute a legal, valid and binding agreement obligation of each Seller such Purchaser and Parent, enforceable against each Seller it in accordance with its terms, subject to in each case except that the effects of enforcement thereof may be limited by (A) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and or other similar Laws law now or hereafter in effect relating to or affecting creditors’ rights generally and (B) general equitable principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law).

Authority; Enforceability. Each Seller Buyer has all necessary corporate requisite limited liability company power and authority to execute and deliver this Agreement and the Ancillary Agreements Transaction Documents to which it is or will be a party, party and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The , and all limited liability company action required on the part of Buyer for such execution, delivery and performance by each Seller of this Agreement and the Ancillary Agreements to which it is a party and the consummation by each Seller of the transactions contemplated hereby and thereby have has been duly and validly authorized by all necessary corporate action on taken. Each of the part of each Seller and no other corporate proceedings on the part of any Seller are necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize this Agreement or the Ancillary Agreements Transaction Documents to which it Buyer is or will be a party or to consummate the transactions contemplated hereby or thereby. Each Seller’s Board of Directors has (i) approved this Agreement and the transactions contemplated hereby, (ii) determined that the terms of this Agreement are fair to and in the best interests of such Seller and its stockholders, and (iii) declared the advisability of this Agreement. This Agreement has been duly and validly executed and delivered by the Sellers, and each Ancillary Agreement will be duly executed and delivered by each Seller party thereto, Buyer and, assuming the due authorization, execution and delivery by the other parties hereto and theretoSeller, constitutes constitutes, or will constitute at the Closing, a legal, valid and binding agreement obligation of each Seller Buyer, enforceable against each Seller Buyer in accordance with its terms, subject except as may be limited by the Remedies Exception. The execution and delivery by Buyer of this Agreement and the other Transaction Documents to which Buyer is or will be a party, and the effects consummation of bankruptcythe transactions contemplated hereby and thereby, insolvencyhave been approved by (a) the conflicts committee (“Conflicts Committee”) of the board of directors of American Midstream GP, fraudulent conveyanceLLC (the “Buyer Parent GP Board”) and (b) the Buyer Parent GP Board, reorganizationand such approvals have not been amended, moratorium repealed, revoked or rescinded and are in full force and effect as of the date hereof, and no other similar Laws relating limited liability company actions are necessary on the part of Buyer to approve this Agreement, the other Transaction Documents or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity the transactions contemplated hereby or at law)thereby.

Authority; Enforceability. Each Seller (a) The Company has all necessary requisite corporate power and authority to execute and deliver enter into this Agreement and and, subject to obtaining the Ancillary Agreements to which it is a partyRequisite Shareholder Approval, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyhereby. The execution, execution and delivery and performance by each Seller of this Agreement and the Ancillary Agreements to which it is a party and the consummation by each Seller of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of each Seller the Company, and no other corporate proceedings further action is required on the part of any Seller are necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation Company to authorize this Agreement or and the Ancillary Agreements transactions contemplated hereby, subject only to which it is a party or to consummate the affirmative approval of the Merger, this Agreement and the transactions contemplated hereby or thereby. Each Seller’s Board of Directors has by (i) the holders of a majority of the outstanding shares of Company Common Stock and Company Preferred Stock, voting together as a single class, and (ii) the holders of sixty six and two thirds percent of the outstanding shares of Company Series B Preferred Stock, voting together as a single class (the “Requisite Shareholder Approval”). The Requisite Shareholder Approval is the only approval of the Company Shareholders that is necessary to approve and adopt this Agreement and the transactions contemplated hereby under applicable law, the Company’s articles of incorporation and bylaws and any material Contract to which the Company is a party. As of the date of this Agreement, the board of directors of the Company has unanimously (i) determined that this Agreement and the Merger are fair to, and in the best interests of, the Company and the Company Shareholders, (ii) declared advisable this Agreement and approved this Agreement and the transactions contemplated hereby, (ii) determined that the terms of this Agreement are fair to and in the best interests of such Seller and its stockholders, and (iii) declared determined to recommend that the advisability of Company Shareholders adopt this Agreement. Agreement and approve the Merger. (b) This Agreement has and the agreements contemplated hereby to which the Company is or will be a party have been duly executed and delivered by the Sellers, and each Ancillary Agreement or will be duly executed and delivered by each Seller party thereto, the Company and, assuming the due authorization, execution and delivery by the other parties hereto and thereto, constitutes constitutes, or will constitute a legalconstitute, the valid and binding agreement obligations of each Seller the Company, enforceable against each Seller the Company in accordance with its terms, except as such enforceability may be subject to the effects laws of general application relating to bankruptcy, insolvency, fraudulent conveyanceand the relief of debtors and rules of law governing specific performance, reorganizationinjunctive relief, moratorium and or other similar Laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law)remedies.

Authority; Enforceability. Each Seller of Onyx and its Designated Affiliates has all necessary the corporate or other power and authority to execute and deliver this Separation Agreement and the Ancillary Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyhereby. The execution, execution and delivery and performance by each Seller of Onyx and its Designated Affiliates of this Separation Agreement and the Ancillary Agreements to which it is a party and the consummation by each Seller of Onyx and its Designated Affiliates of the transactions contemplated hereby and thereby hereunder have been duly and validly authorized by all necessary corporate action on the part of each Seller of Onyx and its Designated Affiliates and the holders of any Equity Interests thereof and no other corporate proceedings or similar proceeding on the part of any Seller Onyx or its Designated Affiliates are necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation applicable Law to authorize this Separation Agreement or the Ancillary Agreements to which it is a party or to consummate the transactions contemplated hereby or thereby. Each Seller’s Board of Directors has (i) approved this Agreement and the transactions contemplated hereby, (ii) determined that the terms of this Agreement are fair to and in the best interests of such Seller and its stockholders, and (iii) declared the advisability of this Agreement. This Separation Agreement has been duly executed and delivered by the Sellerseach of Onyx and, if and each Ancillary Agreement will be duly executed and delivered by each Seller party theretowhen applicable, its Designated Affiliates and, assuming due authorization, execution and delivery by the other parties hereto and theretohereto, constitutes or will constitute a legal, valid and binding agreement of each Seller of Onyx and its Designated Affiliates, enforceable against each Seller of them in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting creditors’ ' rights generally and general equitable principles (whether considered in a proceeding in equity or at law).

Authority; Enforceability. Each Seller has all necessary corporate the requisite power and authority (and legal capacity, to the extent such Seller is an individual) to execute and deliver this Agreement and the Ancillary Agreements each Transaction Document to which it is a party, party and each other document and instrument required to be executed and delivered by it prior to or at the Closing and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The executionexecution and delivery by Sellers of each Transaction Document and each other document and instrument required to be executed and delivered by it prior to or at the Closing, delivery the performance of its respective obligations hereunder and performance by each Seller of this Agreement and the Ancillary Agreements to which it is a party thereunder and the consummation by each Seller of the transactions contemplated hereby and thereby have been duly and validly approved by such Seller’s board of directors and have been duly and validly authorized by all necessary corporate action, and no other proceeding or action on the part of each such Seller and no other corporate proceedings on the part of any Seller are is necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize this Agreement or the Ancillary Agreements any Transaction Document to which it such Seller is a party or any other instrument required to consummate be executed and delivered by such Seller prior to or at the Closing or the consummation of the transactions contemplated hereby or and thereby. Each Seller’s Board of Directors has (i) approved this Agreement and the transactions contemplated hereby, (ii) determined that the terms of this Agreement are fair to and in the best interests of such Seller and its stockholders, and (iii) declared the advisability of this Agreement. This Agreement has been duly and validly executed and delivered by the Sellers, and each Ancillary Agreement will be duly executed and delivered by each Seller party thereto, Sellers and, assuming the due authorization, execution and delivery thereof by the other parties hereto and theretoBuyer, constitutes or will constitute a legal, valid and binding agreement obligation of each Seller Sellers, enforceable against each Seller Sellers in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding Proceeding in equity or at lawLaw).

Authority; Enforceability. Each Seller TeleCorp has all necessary corporate power and authority to execute and deliver this Agreement, the Tritel Voting Agreement, the Stockholders Agreement, the Investors Stockholder Agreement and each other agreement or instrument required to be executed and delivered by it at the Ancillary Agreements to which it is Closing (each, including the TeleCorp Voting Agreement, the License Extension Amendment, the Indus Amendments, the Airadigm Assignment and the Indus Assignment, a party"Related Agreement"), and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, execution and delivery and performance by each Seller TeleCorp of this Agreement and the Ancillary Agreements each Related Agreement to which it is a party party, the performance of its obligations hereunder and thereunder, and the consummation by each Seller TeleCorp of the transactions contemplated hereby and thereby thereby, have been duly and validly authorized by all necessary corporate action on the part of each Seller and no other corporate proceedings on the part of any Seller TeleCorp are necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize this Agreement or the Ancillary Agreements any Related Agreement to which it is a party or to consummate the transactions contemplated hereby or thereby. Each Seller’s Board so contemplated, other than the approval and authorization of Directors has (i) approved this Agreement and the transactions contemplated herebyFirst Merger by votes of the holders of a majority of the outstanding shares of TeleCorp Capital Stock entitled to vote thereon in accordance with the DGCL, TeleCorp's Certificate of Incorporation and By-laws, and the Special Vote (ii) determined that the terms as defined below). Each of this Agreement are fair and the Related Agreements to and in the best interests of such Seller and its stockholders, and (iii) declared the advisability of this Agreement. This Agreement which TeleCorp is a party has been duly and validly executed and delivered by the Sellers, and each Ancillary Agreement will be duly executed and delivered by each Seller party thereto, TeleCorp and, assuming the due authorization, execution and delivery thereof by the all other parties hereto and theretoto each such agreement, constitutes or will constitute a legal, valid and binding agreement obligation of each Seller enforceable against each Seller TeleCorp in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law).

Authority; Enforceability. Each Seller (i) Such Pledgor has all necessary corporate the full right, power and authority to execute pledge its respective Collateral and deliver to grant the security interest in the Collateral as herein provided; (ii) There are no restrictions on the transfer of any Collateral owned by such Pledgor to Agent hereunder, or with respect to any subsequent transfer thereof or realization thereupon by Agent, and each Pledgor hereby waives any restrictions under any Pledged Collateral Agreement or applicable Law or otherwise (other than under any applicable securities laws) which otherwise might apply to the exercise by the Agent of the rights and remedies provided in this Agreement so as to permit (i) such Pledgor to enter into and perform such Pledgor’s obligations under this Agreement and the Ancillary Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by each Seller of this Agreement and the Ancillary Agreements to which it is a party and the consummation by each Seller of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of each Seller and no other corporate proceedings on the part of any Seller are necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize this Agreement or the Ancillary Agreements to which it is a party or to consummate the transactions contemplated hereby or thereby. Each Seller’s Board of Directors has (i) approved this Agreement and the transactions contemplated hereby, (ii) determined that the terms Agent’s exercise of this Agreement are fair to the Agent’s rights and in the best interests of such Seller and its stockholders, and remedies set forth hereunder; (iii) declared the advisability of this Agreement. This Agreement has been duly executed and delivered by constitutes the Sellers, and each Ancillary Agreement will be duly executed and delivered by each Seller party thereto, and, assuming due authorization, execution and delivery by the other parties hereto and thereto, constitutes or will constitute a legal, valid and binding agreement obligation of each Seller enforceable against each Seller such Pledgor in accordance with its termsthe terms hereof and has been duly authorized, subject to the effects of executed and delivered, except as enforceability is limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and or other similar Laws laws relating to or affecting generally the enforcement of creditors’ rights generally and general equitable principles of equity; (whether considered iv) The execution and delivery of this Agreement will not conflict with or result in any breach or contravention of any provision of law, statute, rule or regulation to which any Pledgor is subject or any judgment, order, writ, injunction, license or permit applicable to such Pledgor or any material indenture, mortgage, deed of trust, or other material agreement or instrument to which such Pledgor is a party or by which such Pledgor may be bound, or to which such Pledgor may be subject; and (v) There is no material litigation or administrative proceeding now pending, or to the best of its knowledge threatened in equity writing, against such Pledgor which if adversely decided could materially impair the ability of such Pledgor to pay or at law)perform such Pledgor’s Obligations hereunder.

Authority; Enforceability. (a) Each Seller of Parent and Purchaser has all necessary requisite corporate or other similar applicable power and authority to execute and deliver this Agreement and the Ancillary Agreements each other Transaction Document to which it is will be a party, party and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebythereunder. The execution, execution and delivery and performance by each Seller Parenx xxx Purchaser of this Agreement and the Ancillary Agreements each other Transaction Document to which it is will be a party party, and the consummation performance by each Seller Parenx xxx Purchaser of their respective obligations hereunder and thereunder, have been, or will be as of the transactions contemplated hereby and thereby have been Closing, duly and validly authorized by all necessary requisite corporate action or other similar applicable action. (b) Each of Parent and Purchaser has, or will have as of the Closing, all requisite corporate or other similar applicable power and authority to carry on the part of each Seller and no other corporate proceedings on the part of any Seller are necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize this Agreement or the Ancillary Agreements to which business as it is now being conducted and to own, lease and operate its properties and assets, except where the failure to have such power and authority would not (i) have a party Parent Material Adverse Effect or (ii) materially impair, prevent or materially delay the ability of the Purchaser Parties to consummate the Transaction or the other transactions contemplated hereby or thereby. Each Seller’s Board of Directors has by the other Transaction Documents. (ic) approved this Agreement and the transactions contemplated hereby, (ii) determined that the terms of this Agreement are fair to and in the best interests of such Seller and its stockholders, and (iii) declared the advisability of this Agreement. This Agreement has been duly executed and delivered by the SellersParent and Purchaser and, assuming this Agreement has been duly executed and delivered by Seller, constitutes a valid and binding obligation of Parent and Purchaser, and each Ancillary Agreement other Transaction Document will be be, as of the Closing, duly executed and delivered by Parent or Purchaser and will, assuming such Transaction Document has been duly executed and delivered by each Seller Entity that will be a party thereto, and, assuming due authorization, execution and delivery by the other parties hereto and thereto, constitutes or will constitute a legal, valid and binding agreement obligation of Parent or Purchaser, as applicable, in each Seller case enforceable against each Seller Parent or Purchaser in accordance with its terms, subject to the effects of except as enforcement may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, reorganization, moratorium and other or similar Laws relating to or affecting creditors’ rights generally and or by general equitable principles of equity (regardless of whether considered enforcement is sought in a proceeding in equity or at law).

Authority; Enforceability. Each Seller has all necessary corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. (a) The execution, delivery and performance by the Company of each Seller of this Agreement and the Ancillary Agreements to which it is a party and the consummation by each Seller of the transactions contemplated hereby and thereby Transaction Documents have been duly and validly authorized by all necessary corporate action. The Company has all requisite power and authority to issue, sell and deliver the Purchased Shares, in accordance with and upon the terms and conditions set forth in this Agreement. On or prior to the Closing Date, all action on required to be taken by the part Company for the authorization, issuance, sale and delivery of each Seller the Purchased Shares, the execution and no other corporate proceedings on delivery of the part Transaction Documents and the consummation of any Seller are necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize this Agreement or the Ancillary Agreements to which it is a party or to consummate the transactions contemplated hereby thereby shall have been validly taken. No approval from the holders of outstanding Common Shares is required under the Organizational Documents of the Company or therebythe rules of NASDAQ in connection with the Company’s issuance and sale of the Purchased Shares to the Purchasers. 15 (b) Each Seller’s Board of Directors has (i) approved this Agreement and the transactions contemplated hereby, (ii) determined that the terms of this Agreement are fair to and in the best interests of such Seller and its stockholders, and (iii) declared the advisability of this Agreement. This Agreement Transaction Documents has been or, when delivered hereunder, will have been, duly executed and delivered by the SellersCompany. Each of the Transaction Documents constitutes, and each Ancillary Agreement will be duly executed and delivered by each Seller party thereto, and, assuming due authorization, execution and delivery by the other parties hereto and thereto, constitutes or will constitute constitute, a legal, valid and binding agreement obligation of each Seller the Company, enforceable against each Seller in accordance with its terms; provided that, subject with respect to each such agreement, the effects of enforceability thereof may be limited by applicable bankruptcy, insolvency, fraudulent conveyancetransfer, reorganization, moratorium and other or similar Laws relating from time to or time in effect affecting the enforcement of creditors’ rights and remedies generally and by general equitable principles of equity (regardless of whether such principles are considered in a proceeding in equity or at law). (c) Subject to the accuracy of the representations and warranties of each Purchaser set forth in Article IV hereof, the Company has taken all action necessary to exempt from the registration requirements of the Securities Act the issuance and sale of the Purchased Shares. The Company has taken, or prior to Closing will take, all action reasonably necessary to exempt the Purchasers from the provisions of any stockholder rights plan or other “poison pill” arrangement, any anti-takeover, business combination or control share law or statute binding on the Company or to which the Company or any of its assets and properties may be subject and any provision of the Company’s Organizational Documents that is or would reasonably be expected to become applicable to the Purchasers as a result of the transactions contemplated hereby, including without limitation, the issuance of the Purchased Shares and the ownership, disposition or voting of the Purchased Shares by the Purchasers or the exercise of any right granted to the Purchasers pursuant to this Agreement or the other Transaction Documents. (d) As of the date of this Agreement, the XXXXX Purchase Agreement and the Debt Commitment Letter are in full force and effect and constitute the legal, valid and binding obligation of the Company and its Subsidiaries, as applicable, enforceable in accordance with its terms; provided that, with respect to each such agreement, the enforceability thereof may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar Laws from time to time in effect affecting the enforcement of creditors’ rights and remedies generally and by general principles of equity (regardless of whether such principles are considered in a proceeding in equity or at law).

Authority; Enforceability. Each Seller (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a partyAgreement, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyby this Agreement. The execution, delivery and performance by each Seller the Company of this Agreement and the Ancillary Agreements to which it is a party and the consummation by each Seller the Company of the transactions contemplated hereby and thereby by this Agreement have been duly and validly authorized by all necessary corporate action on the part of each Seller Board, and no other corporate proceedings on the part of any Seller the Company are necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize this Agreement or the Ancillary Agreements to which it is a party or to consummate the transactions contemplated hereby or thereby. Each Seller’s by this Agreement (except that consummation of the Merger is subject to adoption of this Agreement by the affirmative vote of a majority of the votes entitled to be cast by the holders of the outstanding shares of Company Common Stock voting together as a single voting group (the "Requisite Shareholder Vote")). (b) The Board of Directors at a duly held meeting has unanimously (i) approved determined that it is in the best interests of the Company and its shareholders, and declared it advisable, to enter into this Agreement, (ii) adopted this Agreement and the consummation of the transactions contemplated hereby, (ii) determined that including the terms of this Agreement are fair to and in the best interests of such Seller and its stockholders, Merger and (iii) declared resolved to recommend that the advisability shareholders of the Company approve the adoption of this Agreement and directed that such matter be submitted for consideration of the shareholders of the Company at the Shareholders Meeting (this clause (iii), the "Board Recommendation"). Assuming the accuracy of the representations and warranties contained in Section 5.9, no "moratorium", "control share acquisition", "business combination", "fair price" or other form of anti-takeover Laws or regulations (collectively, "Takeover Laws") are applicable in the State of Georgia or in any other U.S. or foreign jurisdiction in which any of the Company's Subsidiaries are organized or formed, or to the Company's Knowledge, in any other jurisdiction, to the execution, delivery or performance of this Agreement. , the consummation of the Merger, or the other transactions contemplated by this Agreement. (c) This Agreement has been duly executed and delivered by the Sellers, and each Ancillary Agreement will be duly executed and delivered by each Seller party thereto, Company and, assuming due authorization, execution and delivery by the other parties hereto and theretoparties, constitutes or will constitute a legal, valid and binding agreement of each Seller the Company, enforceable against each Seller the Company in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting creditors’ ' rights generally and general equitable principles (whether considered in a proceeding in equity or at lawLaw).

Authority; Enforceability. Each Seller has all necessary corporate power and authority to execute and deliver this Agreement Agreement, to perform its obligations hereunder, and to consummate the Ancillary transactions contemplated hereby. Seller and each Selling Affiliate has all necessary corporate power and authority to execute and deliver the Transaction Agreements to which it is a party, to perform its respective obligations hereunder and thereunder thereunder, and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by each Seller of this Agreement Agreement, and the Ancillary execution, delivery and performance by Seller and each Selling Affiliate of the Transaction Agreements to which it is a party party, and the consummation by Seller and each Seller of the Selling Affiliates of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of Seller and each Seller of the Selling Affiliates, as applicable, and no other corporate proceedings on the part of Seller or any Seller of the Selling Affiliates are necessary pursuant to its governing documents or the laws Laws of its jurisdiction of incorporation organization to authorize this Agreement or the Ancillary Transaction Agreements to which it is a party or to consummate the transactions contemplated hereby or thereby. Each Seller’s Board of Directors has (i) approved this Agreement and the transactions contemplated hereby, (ii) determined that the terms of this Agreement are fair to and in the best interests of such Seller and its stockholders, and (iii) declared the advisability of this Agreement. This Agreement has been duly executed and delivered by the SellersSeller, and each Ancillary Transaction Agreement will be duly executed and delivered on the Closing Date by each Seller or the Selling Affiliate(s) specified to be a party thereto, and, assuming due authorization, execution and delivery by the other parties hereto and thereto, constitutes or will constitute a legal, valid and binding agreement of each Seller or such Selling Affiliate(s), as applicable, enforceable against each Seller or such Selling Affiliate(s), as applicable, in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium moratorium, and other similar Laws relating to or affecting creditors’ rights generally and general equitable principles (principles, whether considered in a proceeding in equity or at lawlaw (collectively, the “General Enforceability Exceptions”).