Common use of Authority; Noncontravention; Voting Requirements Clause in Contracts

Authority; Noncontravention; Voting Requirements. (a) Each of Parent and Merger Sub has all necessary entity power and authority to execute and deliver this Agreement and to consummate the transactions contemplated by this Agreement, subject to obtaining the Parent Stockholder Approval in the case of Parent. The execution, delivery and performance by Parent and Merger Sub of this Agreement, and the consummation of the transactions contemplated by this Agreement, have been duly authorized and approved by Merger Sub and Parent, as its sole member, and by the Board of Directors of Parent, and, except for obtaining the Parent Stockholder Approval in the case of Parent, no other entity action on the part of Parent and Merger Sub is necessary to authorize the execution, delivery and performance by Parent and Merger Sub of this Agreement and the consummation of the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by Parent and Merger Sub and, assuming due authorization, execution and delivery of this Agreement by the other parties hereto constitutes a legal, valid and binding obligation of each of Parent and Merger Sub, enforceable against each of them in accordance with its terms; provided that the enforceability thereof may be limited by (i) applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar laws from time to time in effect affecting 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) and (ii) public policy, applicable law relating to fiduciary duties and indemnification and an implied covenant of good faith and fair dealing. (b) Neither the execution and delivery of this Agreement by Parent and Merger Sub, nor the consummation by Parent and Merger Sub of the transactions contemplated by this Agreement, nor compliance by Parent and Merger Sub with any of the terms or provisions of this Agreement, will (i) assuming the Parent Stockholder Approval is obtained, conflict with or violate any provision of the Parent’s certificate of incorporation and by-laws or any of the Organizational Documents of Parent’s material Subsidiaries, (ii) assuming that the authorizations, consents and approvals referred to in Section 4.4 and the Parent Stockholder Approval are obtained and the filings referred to in Section 4.4 are made, (x) violate any Law, judgment, writ or injunction of any Governmental Authority applicable to Parent or any of its Subsidiaries or any of their respective properties or assets, or (y) violate, conflict with, result in the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of, Parent or any of its Subsidiaries under, any of the terms, conditions or provisions of any Contract or Permit to which Parent or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected or (iii) result in the exercisability of any right to purchase or acquire any material asset of Parent or any of its Subsidiaries, except, in the case of clause (ii), for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations or Liens that have not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (i) The affirmative vote (in person or by proxy) of the holders of a majority of the aggregate voting power present at the Parent Stockholder Meeting or any adjournment or postponement thereof to approve the Parent Stock Issuance (the “Parent Stock Issuance Approval”) and (ii) the affirmative vote (in person or by proxy) of the holders of a majority of the outstanding shares of Parent Common Stock entitled to vote on the adoption of the Charter Amendment (the “Parent Charter Approval” and, collectively with the Parent Stock Issuance Approval, the “Parent Stockholder Approval”)) are the only votes or approvals of the holders of any class or series of the capital stock of Parent necessary to approve the Parent Stock Issuance, adopt the Charter Amendment and approve and consummate the transactions contemplated by this Agreement. (d) The Board of Directors of Parent has unanimously (i) determined that this Agreement and the transactions contemplated by this Agreement are in the best interests of Parent and its stockholders, (ii) approved and declared advisable this Agreement, the Charter Amendment and the Parent Stock Issuance and (iii) resolved to submit the Charter Amendment and the Parent Stock Issuance to a vote of Parent’s stockholders and recommend the adoption of the Charter Amendment and approval of the Parent Stock Issuance.

Authority; Noncontravention; Voting Requirements. (a) Each of Parent and Merger Sub The Company has all necessary entity power and authority to execute and deliver this Agreement and to consummate the transactions contemplated by this AgreementStatutory Merger Agreement and, subject to obtaining the Parent Stockholder Approval in Company Shareholder Approval, to perform its obligations hereunder and to consummate the case of ParentTransactions. The execution, delivery and performance by Parent and Merger Sub the Company of this Agreement and the Statutory Merger Agreement, and the consummation by the Company of the transactions contemplated by this AgreementTransactions, have been duly authorized and approved by Merger Sub and Parent, as its sole member, and by the Board of Directors of ParentCompany Board, and, except for obtaining the Parent Stockholder Approval in Company Shareholder Approval, executing and delivering the case of ParentStatutory Merger Agreement and filing the Merger Application with the Registrar pursuant to the Bermuda Companies Act, no other entity action on the part of Parent and Merger Sub the Company is necessary to authorize the execution, delivery delivery, and performance by Parent and Merger Sub the Company of this Agreement and the Statutory Merger Agreement and the consummation by the Company of the transactions contemplated by this AgreementTransactions. This Agreement has been duly executed and delivered by Parent and Merger Sub the Company and, assuming due authorization, execution execution, and delivery of this Agreement hereof by the other parties hereto parties, constitutes a legal, valid valid, and binding obligation of each of Parent and Merger Subthe Company, enforceable against each of them the Company in accordance with its terms; provided , except that the such enforceability thereof (i) may be limited by (i) applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium moratorium, rehabilitation, conservatorship, liquidation, receivership, and other similar Laws of general application affecting or similar laws from time relating to time in effect affecting the enforcement of creditors’ rights generally, and remedies generally and by (ii) is subject to general principles of equity (regardless of equity, whether such principles are considered in a proceeding at law or in equity or at law) (the “Bankruptcy and (ii) public policy, applicable law relating to fiduciary duties and indemnification and an implied covenant of good faith and fair dealingEquity Exception”). (b) As of the date of this Agreement, the Company Board has unanimously, by all directors present at a duly called meeting, adopted resolutions whereby it has (i) determined that the Merger Consideration constitutes fair value for each Company Share in accordance with the Bermuda Companies Act, (ii) determined that the preferred shares of the Surviving Company as described in Section 3.01(d) constitutes fair value for each 5.95% Preference Share in accordance with the Bermuda Companies Act, (iii) determined that the preferred shares of the Surviving Company as described in Section 3.01(e) constitutes fair value for each 5.625% Preference Share in accordance with the Bermuda Companies Act, (iv) determined that the Merger, on the terms and subject to the conditions set forth herein, is fair to, and in the best interests of, the Company, (v) approved the Merger, this Agreement, and the Statutory Merger Agreement, (vi) determined that the Bye-Law Amendment is advisable to and in the best interests of the Company, and authorized and approved the Bye-Law Amendment, and (vii) resolved, subject to Section 6.02, to recommend, and submit to the Company’s shareholders for, approval of the Merger, this Agreement, the Statutory Merger Agreement, and the Bye-Law Amendment to the Company’s shareholders (such recommendation, the “Company Board Recommendation”). (c) Neither the execution and delivery of this Agreement or the Statutory Merger Agreement by Parent and Merger Subthe Company, nor the consummation by Parent and Merger Sub the Company of the transactions contemplated by this AgreementTransactions, nor performance or compliance by Parent and Merger Sub the Company with any of the terms or provisions of this Agreementhereof, will (i) assuming the Parent Stockholder Approval is obtainedcontravene, conflict with or violate any provision of (A) the Parent’s certificate Company Organizational Documents (as they may be amended pursuant to the Bye-Law Amendment) or (B) the similar Organizational Documents of incorporation and by-laws or any of the Organizational Documents of ParentCompany’s material Subsidiaries, Subsidiaries or (ii) assuming (A) compliance with the matters set forth in Section 5.02(c) (other than Section 5.02(c)(ii)(A)) (and assuming the accuracy of the representations and warranties made in such Section 5.02(c)), (B) that the authorizationsactions described in Section 4.03(a) have been completed, consents and approvals (C) that the Consents referred to in Section 4.4 4.04 and the Parent Stockholder Company Shareholder Approval are obtained obtained, and (D) that the filings referred to in Section 4.4 4.04 are made, (x) violate made and any Law, judgment, writ waiting periods thereunder have terminated or injunction of any Governmental Authority applicable to Parent or any of its Subsidiaries or any of their respective properties or assets, or (y) violate, conflict with, result in the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of, Parent or any of its Subsidiaries under, any of the terms, conditions or provisions of any Contract or Permit to which Parent or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected or (iii) result in the exercisability of any right to purchase or acquire any material asset of Parent or any of its Subsidiaries, exceptexpired, in the case of clause each of the foregoing clauses (iiA) through (D), for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations or Liens that have not had and would not reasonably be expected prior to have, individually or in the aggregate, a Parent Material Adverse Effect. (i) The affirmative vote (in person or by proxy) of the holders of a majority of the aggregate voting power present at the Parent Stockholder Meeting or any adjournment or postponement thereof to approve the Parent Stock Issuance (the “Parent Stock Issuance Approval”) and (ii) the affirmative vote (in person or by proxy) of the holders of a majority of the outstanding shares of Parent Common Stock entitled to vote on the adoption of the Charter Amendment (the “Parent Charter Approval” and, collectively with the Parent Stock Issuance Approval, the “Parent Stockholder Approval”)) are the only votes or approvals of the holders of any class or series of the capital stock of Parent necessary to approve the Parent Stock Issuance, adopt the Charter Amendment and approve and consummate the transactions contemplated by this Agreement. (d) The Board of Directors of Parent has unanimously (i) determined that this Agreement and the transactions contemplated by this Agreement are in the best interests of Parent and its stockholders, (ii) approved and declared advisable this Agreement, the Charter Amendment and the Parent Stock Issuance and (iii) resolved to submit the Charter Amendment and the Parent Stock Issuance to a vote of Parent’s stockholders and recommend the adoption of the Charter Amendment and approval of the Parent Stock Issuance.Effective Time,

Authority; Noncontravention; Voting Requirements. (a) Each of Parent and Merger Sub the ETP Entities has all necessary entity power and authority to execute and deliver this Agreement and to consummate the transactions contemplated by this Agreementhereby, including the Merger and the GP Merger, subject to obtaining the Parent Stockholder ETP Unitholder Approval in for the case of ParentMerger. The execution, delivery and performance by Parent and Merger Sub the ETP Entities of this Agreement, and the consummation of the transactions contemplated by this Agreementhereby, including the Merger and the GP Merger, have been duly authorized and approved by the ETP Managing GP Board, which, at a meeting duly called and held, has, on behalf of ETP, ETP GP and ETP Merger Sub Sub, (i) approved and Parentdeclared advisable this Agreement and the transactions contemplated hereby, as its sole memberincluding the Merger and the GP Merger, and (ii) resolved to submit the Agreement to a vote of the ETP Limited Partners and limited partner of ETP GP and to recommend adoption of this Agreement by the Board of Directors of ParentETP Limited Partners, and, and except for obtaining the Parent Stockholder ETP Unitholder Approval in for the case adoption of Parentthis Agreement, and consummation of the transactions contemplated hereby, no other entity action on the part of Parent and Merger Sub the ETP Entities is necessary to authorize the execution, delivery and performance by Parent and Merger Sub the ETP Entities of this Agreement and the consummation of the transactions contemplated by hereby, including the Merger and the GP Merger. The limited partner of ETP GP has approved the adoption of this AgreementAgreement and the consummation of the transactions contemplated hereby. The members of SXL GP have unanimously approved the adoption of this Agreement and the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by Parent and Merger Sub the ETP Entities and, assuming due authorization, execution and delivery of this Agreement by the other parties hereto hereto, constitutes a the legal, valid and binding obligation of each of Parent and Merger Subthe ETP Entities, enforceable against each of them in accordance with its terms; provided that the enforceability thereof may be limited by (i) applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar laws from time to time in effect affecting 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) and (ii) public policy, applicable law relating to fiduciary duties and indemnification and an implied covenant of good faith and fair dealing. (b) Neither the execution and delivery of this Agreement by Parent and Merger Sub, the ETP Entities nor the consummation by Parent and Merger Sub the ETP Entities of the transactions contemplated by this Agreementhereby, nor compliance by Parent and Merger Sub the ETP Entities with any of the terms or provisions of this Agreement, will (i) assuming that the Parent Stockholder ETP Unitholder Approval is obtained, conflict with or violate any provision of the Parent’s certificate of incorporation and by-laws ETP Charter Documents, the ETP GP Charter Documents, the ETP Managing GP Charter Documents, the ETP Merger Sub Charter Documents, the ETP Merger Sub A Charter Documents, the ETP Merger Sub B Charter Documents or any of the Organizational Documents of Parent’s material SubsidiariesETP Subsidiary Documents, (ii) except as set forth on Section 3.3(b) of the ETP Disclosure Schedule and assuming that the authorizations, consents and approvals referred to in Section 4.4 3.4 and the Parent Stockholder ETP Unitholder Approval are obtained and the filings referred to in Section 4.4 3.4 are made, (x) violate any Law, judgment, writ or injunction of any Governmental Authority applicable to Parent ETP or any of its Subsidiaries or any of their respective properties or assets, or (y) violate, conflict with, result in the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of, Parent ETP or any of its Subsidiaries under, under any of the terms, conditions or provisions of any Contract loan or credit agreement, debenture, note, bond, mortgage, indenture, deed of trust, license, lease, contract or other agreement, instrument or obligation (each, a “Contract”), or ETP Permit (including any Environmental Permit) to which Parent ETP or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected or (iii) result in the exercisability of any right to purchase or acquire any material asset of Parent ETP or any of its Subsidiaries, except, in the case of clause clauses (iiii)(x) and (ii)(y), for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations or Liens that have not had and would not reasonably be expected to haveas, individually or in the aggregate, a Parent would not reasonably be expected to have an ETP Material Adverse Effect. (ic) The affirmative vote (in person or by proxy) consent of the holders of a majority of the aggregate voting power present Unit Majority at the Parent Stockholder ETP Unitholders Meeting or any adjournment or postponement thereof to approve in favor of the Parent Stock Issuance adoption of this Agreement and the transactions contemplated hereby (the “Parent Stock Issuance ETP Unitholder Approval”) and (ii) the affirmative vote (in person or by proxy) of the holders of a majority of the outstanding shares of Parent Common Stock entitled to vote on the adoption of the Charter Amendment (the “Parent Charter Approval” and, collectively with the Parent Stock Issuance Approval, the “Parent Stockholder Approval”)) are is the only votes vote or approvals approval of the holders of any class or series of the ETP Partnership Interests or other partnership interests, equity interests or capital stock of Parent ETP or any of its Subsidiaries which is necessary to approve the Parent Stock Issuance, adopt the Charter Amendment and approve and consummate the transactions contemplated by this Agreement. (d) The Board of Directors of Parent has unanimously (i) determined that this Agreement and the transactions contemplated by this Agreement are in the best interests of Parent and its stockholders, (ii) approved and declared advisable this Agreement, the Charter Amendment and the Parent Stock Issuance and (iii) resolved to submit the Charter Amendment and the Parent Stock Issuance to a vote of Parent’s stockholders and recommend the adoption of the Charter Amendment and approval of the Parent Stock Issuancehereby.

Authority; Noncontravention; Voting Requirements. (a) Each of Parent and Merger Sub the SXE Entities has all necessary entity power and authority to execute and deliver this Agreement and to consummate the transactions contemplated by this Agreementhereby, including the Merger, subject to obtaining the Parent Stockholder SXE Unitholder Approval in for the case of ParentMerger. The Subject to Section 5.3(d), the execution, delivery and performance by Parent and Merger Sub the SXE Entities of this Agreement, and the consummation of the transactions contemplated by this Agreementhereby, including the Merger, have been duly authorized and approved by Merger Sub the SXE GP Board, which, at a meeting duly called and Parentheld, as its sole memberhas, on behalf of SXE and SXE GP, (i) approved and declared advisable this Agreement and the transactions contemplated hereby, including the Merger, (ii) resolved to submit the Agreement to a vote of the SXE Limited Partners and (iii) resolved to recommend approval of this Agreement by the Board of Directors of Parent, and, except SXE Limited Partners. Except for obtaining the Parent Stockholder SXE Unitholder Approval in for the case approval of Parentthis Agreement, and consummation of the transactions contemplated hereby, no other entity action on the part of Parent and Merger Sub the SXE Entities is necessary to authorize the execution, delivery and performance by Parent and Merger Sub the SXE Entities of this Agreement and the consummation of the transactions contemplated by hereby, including the Merger. The member of SXE GP has unanimously approved the adoption of this AgreementAgreement and the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by Parent and Merger Sub the SXE Entities and, assuming due authorization, execution and delivery of this Agreement by the other parties hereto Parties hereto, constitutes a the legal, valid and binding obligation of each of Parent and Merger Subthe SXE Entities, enforceable against each of them in accordance with its terms; provided that the enforceability thereof , except as such enforcement may be limited by (i) applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium moratorium, fraudulent conveyance or other similar laws from time to time in effect Laws affecting the enforcement of creditors’ rights and remedies generally and by general principles of equity (regardless of whether such principles are considered applied in a proceeding in equity Proceeding or at law) and (ii) public policy, applicable law relating to fiduciary duties and indemnification and an implied covenant of good faith and fair dealingor in equity). (b) Neither the execution and delivery of this Agreement by Parent and Merger Sub, the SXE Entities nor the consummation by Parent and Merger Sub the SXE Entities of the transactions contemplated by this Agreementhereby, nor compliance by Parent and Merger Sub the SXE Entities with any of the terms or provisions of this Agreement, will (i) assuming that the Parent Stockholder SXE Unitholder Approval is obtained, conflict with or violate any provision of the Parent’s certificate of incorporation and by-laws SXE Charter Documents, the SXE GP Charter Documents or any of the Organizational Documents of Parent’s material SubsidiariesSXE Subsidiary Documents, (ii) assuming that the authorizations, consents and approvals referred to in Section 4.4 3.4 and the Parent Stockholder SXE Unitholder Approval are obtained and the filings referred to in Section 4.4 3.4 are made, (x) violate any Law, judgment, writ or injunction of any Governmental Authority applicable to Parent SXE or any of its Subsidiaries or any of their respective properties or assets, or (y) violate, conflict with, result in the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of, Parent SXE or any of its Subsidiaries under, under any of the terms, conditions or provisions of any Contract loan or credit agreement, debenture, note, bond, mortgage, indenture, deed of trust, license, lease, contract or other agreement (including any SXE Material Contract), instrument or obligation (each, a “Contract”) or SXE Permit (including any Environmental Permit) to which Parent SXE or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected or (iii) result in the exercisability of any right to purchase or acquire any material asset of Parent SXE or any of its Subsidiaries, except, in the case of clause clauses (iiii)(x) and (ii)(y), for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations or Liens that have not had and would not reasonably be expected to haveas, individually or in the aggregate, would not reasonably be expected to have a Parent SXE Material Adverse Effect. (ic) The affirmative vote (in person or by proxy) consent of the holders of (i) at least a majority of the aggregate Outstanding Common Units (excluding Common Units owned by SXE GP or its Affiliates), voting power present as a class, (ii) at least a majority of the Outstanding Subordinated Units, voting as a class, and (iii) at least a majority of the Outstanding Class B Convertible Units voting as a class, as required by the SXE Partnership Agreement, at the Parent Stockholder SXE Unitholders Meeting or any adjournment or postponement thereof to approve in favor of the Parent Stock Issuance approval of this Agreement and the transactions contemplated hereby (the “Parent Stock Issuance SXE Unitholder Approval”) and (ii) the affirmative vote (in person or by proxy) of the holders of a majority of the outstanding shares of Parent Common Stock entitled to vote on the adoption of the Charter Amendment (the “Parent Charter Approval” and, collectively with the Parent Stock Issuance Approval, the “Parent Stockholder Approval”)) are is the only votes vote or approvals approval of the holders of any class or series of the SXE Partnership Interests or other partnership interests, equity interests or capital stock of Parent SXE or any of its Subsidiaries which is necessary to approve the Parent Stock Issuance, adopt the Charter Amendment and approve and consummate the transactions contemplated by this Agreement. (d) The Board of Directors of Parent has unanimously (i) determined that this Agreement and the transactions contemplated by this Agreement are in the best interests of Parent and its stockholders, (ii) approved and declared advisable this Agreement, the Charter Amendment and the Parent Stock Issuance and (iii) resolved to submit the Charter Amendment and the Parent Stock Issuance to a vote of Parent’s stockholders and recommend the adoption of the Charter Amendment and approval of the Parent Stock Issuancehereby.

Authority; Noncontravention; Voting Requirements. (a) Each of Parent the Company and Merger Sub has all necessary entity power and authority to execute and deliver this Agreement and to consummate the transactions contemplated by this Agreement, subject to obtaining the Parent Stockholder Approval in the case of Parent. The execution, delivery and performance by Parent the Company and Merger Sub of this Agreement, and the consummation of the transactions contemplated by this Agreement, have been duly authorized and approved by Merger Sub and Parentthe Company, as its sole member, and by the Board of Directors of ParentCompany Board, and, except for obtaining the Parent Stockholder Approval in the case of Parent, and no other entity action on the part of Parent the Company and Merger Sub is necessary to authorize the execution, delivery and performance by Parent the Company and Merger Sub of this Agreement and the consummation of the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by Parent the Company and Merger Sub and, assuming due authorization, execution and delivery of this Agreement by the other parties Parties hereto constitutes a legal, valid and binding obligation of each of Parent the Company and Merger Sub, enforceable against each of them in accordance with its terms; provided . The Company Board has taken all necessary action so that the enforceability thereof may be limited by (i) applicable bankruptcyany takeover, insolvencyanti-takeover, fraudulent transfermoratorium, reorganization“fair price”, moratorium “control share” or similar laws from time Law applicable to time the Company or any of its Subsidiaries (including the restrictions on “business combinations” with an “interested stockholder” (each as defined in effect affecting creditors’ rights Section 203 of the DGCL) under Section 203 of the DGCL) (“Takeover Laws”) do not, and remedies generally will not, apply to this Agreement and by general principles the consummation of equity (regardless of whether such principles are considered in a proceeding in equity or at law) the transactions contemplated this Agreement, including the Merger and (ii) public policy, applicable law relating to fiduciary duties and indemnification and an implied covenant of good faith and fair dealingthe Company Stock Issuance. (b) Neither the execution and delivery of this Agreement by Parent the Company and Merger Sub, nor the consummation by Parent the Company and Merger Sub of the transactions contemplated by this Agreement, nor compliance by Parent the Company and Merger Sub with any of the terms or provisions of this Agreement, will (i) assuming the Parent Stockholder Approval is obtained, conflict with or violate any provision of the Parent’s certificate Organizational Documents of incorporation and by-laws the Company or any of the Organizational Documents of ParentCompany’s material Subsidiaries, (ii) assuming that the authorizations, consents and approvals referred to in Section 4.4 and the Parent Stockholder Approval 5.04 are obtained and the filings referred to in Section 4.4 5.04 are made, (xA) violate any Law, judgment, writ or injunction of any Governmental Authority Entity applicable to Parent the Company or any of its Subsidiaries or any of their respective properties or assets, or (yB) violate, conflict with, result in the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, give rise to a right to receive a change of control payment (or similar payment) under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of, Parent the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any Contract or Permit to which Parent the Company or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected or (iii) result in the exercisability of any right to purchase or acquire any material asset of Parent the Company or any of its Subsidiaries, except, in the case of clause (ii), for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations or Liens that have not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect. (ic) The affirmative vote (in person or by proxy) of the holders of Company Board, at a majority of the aggregate voting power present at the Parent Stockholder Meeting or any adjournment or postponement thereof to approve the Parent Stock Issuance (the “Parent Stock Issuance Approval”) meeting duly called and (ii) the affirmative vote (in person or by proxy) of the holders of a majority of the outstanding shares of Parent Common Stock entitled to vote on the adoption of the Charter Amendment (the “Parent Charter Approval” andheld, collectively with the Parent Stock Issuance Approval, the “Parent Stockholder Approval”)) are the only votes or approvals of the holders of any class or series of the capital stock of Parent necessary to approve the Parent Stock Issuance, adopt the Charter Amendment and approve and consummate the transactions contemplated by this Agreement. (d) The Board of Directors of Parent has unanimously (i) determined that it is in the best interests of the Company and the Company Stockholders, and declared it advisable, to enter into this Agreement and (ii) approved the execution, delivery and performance of this Agreement and the transactions contemplated by this Agreement are in the best interests of Parent and its stockholders, (ii) approved and declared advisable this Agreement, including the Charter Amendment and the Parent Stock Issuance and (iii) resolved to submit the Charter Amendment and the Parent Stock Issuance to a vote of Parent’s stockholders and recommend the adoption of the Charter Amendment and approval of the Parent Company Stock Issuance.

Authority; Noncontravention; Voting Requirements. (ai) Each Subject to the receipt of Parent and Merger Sub the Licensor Shareholder Approval, Licensor has all necessary entity corporate power and corporate authority to execute and deliver this Agreement and the Aditech Addendum and to perform its obligations hereunder and thereunder and to consummate the Transactions and the transactions contemplated by the Aditech Addendum. As of the Effective Date, this Agreement, subject to obtaining the Parent Stockholder Approval in the case of Parent. The execution, delivery and performance by Parent and Merger Sub of this Agreement, Agreement and the consummation of the transactions contemplated by this Agreement, Aditech Addendum have been duly authorized authorized, executed and approved delivered by Merger Sub Licensor and Parentconstitute legal, as its sole membervalid and binding agreement of Licensor, and by the Board of Directors of Parent, andenforceable in accordance with their terms, except to the extent that enforcement hereof or thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other Laws affecting enforcement of creditors’ rights or by general equitable principles. Except for obtaining the Parent Stockholder Approval in the case of ParentLicensor Shareholder Approval, no other entity corporate or shareholder action on the part of Parent and Merger Sub Licensor is necessary to authorize the execution, delivery and performance by Parent Licensor (including any approval or action by the Board of Directors of Licensor and Merger Sub of this Agreement or the Aditech Addendum and the consummation by it of the Transactions or the transactions contemplated by the Aditech Addendum. (ii) At a meeting of the Board of Directors of Licensor duly called and held (A) the disinterested members of the Board of Directors of Licensor, which do not form a quorum, declared in the best interests of Licensor and its shareholders, and therefore recommended the holders of Licensor Ordinary Shares approve the Transactions and the transactions contemplated by the Aditech Addendum and the execution, delivery and performance by Licensor of this Agreement and the Aditech Addendum and the consummation of the Transactions and the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by Parent and Merger Sub andthe Aditech Addendum, assuming due authorization, execution and delivery of this Agreement by the other parties hereto constitutes a legal, valid and binding obligation of each of Parent and Merger Sub, enforceable against each of them in accordance with its terms; provided that the enforceability thereof may be limited by (i) applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar laws from time to time in effect affecting 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) and (iiB) public policy, applicable law relating the Board of Directors of Licensor resolved to fiduciary duties refer and indemnification and an implied covenant of good faith and fair dealing. (b) Neither submit the execution and delivery of this Agreement by Parent and Merger Sub, nor the consummation by Parent and Merger Sub of the transactions contemplated by this Agreement, nor compliance by Parent and Merger Sub with any of the terms or provisions approval of this Agreement, will (i) assuming the Parent Stockholder Approval is obtained, conflict with or violate any provision of the Parent’s certificate of incorporation and by-laws or any of the Organizational Documents of Parent’s material Subsidiaries, (ii) assuming that the authorizations, consents and approvals referred to in Section 4.4 Aditech Addendum and the Parent Stockholder Approval are obtained Transactions to a vote at a Licensor Shareholders’ Meeting in accordance with the terms of this Agreement. The Board of Directors of Licensor has taken all necessary actions in accordance with applicable Law and the filings referred Licensor Articles to in Section 4.4 are madeduly call and give notice (such notice, (xa “Notice of Meeting”) violate any Law, judgment, writ or injunction of any Governmental Authority applicable to Parent or any a meeting of holders of its Subsidiaries or any Licensor Ordinary Shares for the purposes of their respective properties or assets, or (y) violate, conflict with, result in the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of, Parent or any of its Subsidiaries under, any of the terms, conditions or provisions of any Contract or Permit to which Parent or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected or obtaining Licensor Shareholder Approval. (iii) result in As of the exercisability Effective Date, at a duly called and convened meeting of any right to purchase or acquire any material asset of Parent or any Licensor’s holders of its Subsidiaries, except, in Ordinary Shares (the case of clause (ii“Licensor Shareholders’ Meeting”), for such violationsholders of at least two-thirds of the outstanding Licensor Ordinary Shares entitled to vote thereon, conflictsvoting together as a single class, losses, defaults, terminations, cancellations, accelerations or Liens that have not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (i) The affirmative vote affirmatively voted (in person or by proxy) of the holders of a majority of the aggregate voting power present at the Parent Stockholder Meeting or any adjournment or postponement thereof to approve the Parent Stock Issuance Transactions and the execution and delivery and performance by Licensor of this Agreement and the Aditech Addendum and the consummation of the Transactions and the transactions contemplated by the Aditech Addendum (the “Parent Stock Issuance Approval”) and (ii) the affirmative vote (in person or by proxy) of the holders of a majority of the outstanding shares of Parent Common Stock entitled to vote on the adoption of the Charter Amendment (the “Parent Charter Approval” and, collectively with the Parent Stock Issuance Approval, the “Parent Stockholder Licensor Shareholder Approval”)) are , and such Licensor Shareholder Approval, is the only votes or approvals vote of the holders of any class or series of the capital stock of Parent Licensor necessary to approve adopt this Agreement, the Parent Stock Issuance, adopt the Charter Amendment Aditech Addendum and approve and consummate the transactions contemplated by this Agreement. (d) The Board of Directors of Parent has unanimously (i) determined that this Agreement Transactions and the transactions contemplated by the Aditech Addendum. (iv) The execution, delivery and performance by Licensor of this Agreement are and the Aditech Addendum and the consummation of the Transactions and the transactions contemplated by the Aditech Addendum (in each case, alone or in combination with any other event) will not (A) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under any Contract to which Licensor or any of its Affiliates is a party or by which Licensor or any of its Affiliates is bound or to which any of the property or assets of Licensor or any of its Affiliates is subject, (B) impair or impose a Lien (other than the restrictions set forth in this Agreement or a Permitted Lien) on any of the Licensed Intellectual Property, (C) assuming the receipt of Licensor Shareholder Approval, violate any provision of the organizational documents of Licensor or any of its Affiliates, (D) violate any Law or judgment, order, writ, injunction, legally binding agreement with a Governmental Entity, stipulation or decree, including any binding decree of any arbitrator (each, an “Order”) applicable to Licensor or any of its Affiliates or any of their respective properties, or (E) grant any rights of appraisal to any holder of Licensor Ordinary Shares, except, in the best interests case of Parent clauses (A) and (D), as would not reasonably be expected to impair in any material respect the ability of Licensor or any of its stockholdersAffiliates to perform their obligations under this Agreement or the Aditech Addendum or prevent or materially impede, interfere with, hinder or delay the consummation of any of the Transactions and the transactions contemplated by the Aditech Addendum; and no filing with or Consent, approval, authorization, Order, registration or qualification of or with any Governmental Entity is required for the execution, delivery and performance by Licensor of its obligations under this Agreement or the Aditech Addendum, except, (iii) approved and declared advisable in the case of this Agreement, for the Charter Amendment filing of a notification and report by Licensor under the Parent Stock Issuance HSR Act and (iii) resolved where the failure to submit obtain or make any such filing, Consent, approval, authorization, Order, registration or qualification would not reasonably be expected to impair in any material respect the Charter Amendment and ability of Licensor to perform its obligations under this Agreement or the Parent Stock Issuance to a vote Aditech Addendum or prevent or materially impede, interfere with, hinder or delay the consummation of Parent’s stockholders and recommend the adoption any of the Charter Amendment and approval of Transactions or the Parent Stock Issuancetransactions contemplated by the Aditech Addendum.

Authority; Noncontravention; Voting Requirements. (a) Each of the Parent and Merger Sub Entities has all necessary entity power and authority to execute and deliver this Agreement and to consummate the transactions contemplated by this Agreementhereby, including the Merger and the GP Merger, subject to obtaining the Parent Stockholder Approval in the case of ParentUnitholder Approval. The execution, delivery and performance by the Parent and Merger Sub Entities of this Agreement, and the consummation of the transactions contemplated by this Agreementhereby, including the Merger and the GP Merger, have been duly authorized and approved by the Parent Managing GP Board, which, at a meeting duly called and held, has, on behalf of Parent and Parent GP, unanimously (i) approved and declared advisable this Agreement and the transactions contemplated hereby, including the Merger Sub and Parent, as its sole memberthe GP Merger, and (ii) resolved to submit the Agreement to a vote of the Parent Limited Partners and limited partners of Parent GP and to recommend adoption of this Agreement by the Board of Directors of ParentParent Limited Partners, and, and except for obtaining the Parent Stockholder Unitholder Approval in for the case adoption of Parentthis Agreement, and consummation of the transactions contemplated hereby, no other entity action on the part of the Parent and Merger Sub Entities is necessary to authorize the execution, delivery and performance by the Parent and Merger Sub Entities of this Agreement and the consummation of the transactions contemplated by hereby, including the Merger and the GP Merger. The limited partners of Parent GP have unanimously approved the adoption of this AgreementAgreement and the consummation of the transaction contemplated hereby. This Agreement has been been, and the Parent Partnership Agreement Amendment will be, duly executed and delivered by the applicable Parent and Merger Sub Entities and, assuming due authorization, execution and delivery of this Agreement by the other parties hereto constitutes hereto, this Agreement constitutes, and the Parent Partnership Agreement Amendment will constitute, a legal, valid and binding obligation of each of the applicable Parent and Merger SubEntities, enforceable against each of them in accordance with its terms; provided that the enforceability thereof may be limited by (i) applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar laws from time to time in effect affecting 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) and (ii) public policy, applicable law relating to fiduciary duties and indemnification and an implied covenant of good faith and fair dealing. (b) Neither the execution and delivery of this Agreement by the Parent and Merger SubEntities, nor the consummation by the Parent and Merger Sub Entities of the transactions contemplated by this Agreementhereby, nor compliance by the Parent and Merger Sub Entities with any of the terms or provisions of this Agreement, will (i) assuming the Parent Stockholder Approval is obtained, conflict with or violate any provision of the Parent’s certificate of incorporation and by-laws Parent Charter Documents, the Parent GP Charter Documents, the Parent Managing GP Charter Documents or any of the Organizational Documents of Parent’s material SubsidiariesParent Subsidiary Documents, (ii) assuming that the authorizations, consents and approvals referred to in Section 4.4 and the Parent Stockholder Unitholder Approval are obtained and the filings referred to in Section 4.4 are made, (x) violate any Law, judgment, writ or injunction of any Governmental Authority applicable to Parent or any of its Subsidiaries or any of their respective properties or assets, or (y) violate, conflict with, result in the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of, Parent or any of its Subsidiaries under, under any of the terms, conditions or provisions of any Contract or Parent Permit (including any Environmental Permit) to which Parent or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected or (iii) result in the exercisability of any right to purchase or acquire any material asset of Parent or any of its Subsidiaries, except, in the case of clause clauses (iiii)(x) and (ii)(y), for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations or Liens that have not had and would not reasonably be expected to haveas, individually or in the aggregate, would not reasonably be expected to have a Parent Material Adverse Effect. (ic) The affirmative vote (in person or by proxy) consent of the holders of a majority of the aggregate voting power present Parent Unit Majority at the Parent Stockholder Unitholders Meeting or any adjournment or postponement thereof to approve in favor of the Parent Stock Issuance adoption of this Agreement and the transactions contemplated hereby (the “Parent Stock Issuance Unitholder Approval”) and (ii) the affirmative vote (in person or by proxy) of the holders of a majority of the outstanding shares of Parent Common Stock entitled to vote on the adoption of the Charter Amendment (the “Parent Charter Approval” and, collectively with the Parent Stock Issuance Approval, the “Parent Stockholder Approval”)) are is the only votes vote or approvals approval of the holders of any class or series of the Parent Partnership Interests or other partnership interests, equity interests or capital stock of Parent or any of its Subsidiaries which is necessary to approve the Parent Stock Issuance, adopt the Charter Amendment and approve and consummate the transactions contemplated by this Agreement. (d) The Board of Directors of Parent has unanimously (i) determined that this Agreement and the transactions contemplated by this Agreement are in hereby. (d) Except for the best interests ownership of Parent 31,372,419 Common Units and its stockholders6,274,483 Class F Units, (ii) approved and declared advisable this Agreement, the Charter Amendment and the Parent Stock Issuance and (iii) resolved to submit the Charter Amendment and the Parent Stock Issuance to a vote of Parent’s stockholders and recommend the adoption of the Charter Amendment and approval none of the Parent Stock IssuanceEntities or any of their respective Subsidiaries holds any limited partner interests, capital stock, voting securities or equity interests of MLP or any of its Subsidiaries, or holds any securities or rights convertible into, exchangeable or exercisable for, or evidencing the right to subscribe for any such limited partner interests, shares of capital stock, voting securities or equity interests, or any rights, warrants, options, calls, commitments or any other agreements of any character to purchase or acquire any such limited partner interests, shares of capital stock, voting securities or equity interests or any securities or rights convertible into, exchangeable or exercisable for, or evidencing the right to subscribe for, any such limited partner interests, shares of capital stock, voting securities or equity interests.

Authority; Noncontravention; Voting Requirements. (a) Each of Parent and Merger Sub The Company has all necessary entity requisite corporate power and authority to execute and deliver this Agreement Agreement, to perform its obligations hereunder and to consummate the transactions contemplated by this Agreement, subject to obtaining the Parent Stockholder Approval in the case of ParentTransactions. The execution, delivery and performance by Parent and Merger Sub the Company of this Agreement, Agreement and the consummation by it of the transactions contemplated by this AgreementTransactions, have been duly authorized and approved by Merger Sub and Parent, as its sole member, and by the Board of Directors of Parent, and, except for obtaining the Parent Stockholder Approval in the case of Parent, no other entity all necessary corporate action on the part of Parent the Company, and Merger Sub except for obtaining the Company Stockholder Approval, if required, no other corporate action on the part of the Company is necessary to authorize the execution, delivery and performance by Parent and Merger Sub the Company of this Agreement and or the consummation by it of the transactions contemplated by this AgreementTransactions. This Agreement has been duly executed and delivered by Parent and Merger Sub the Company and, assuming due authorization, execution and delivery of this Agreement by the other parties hereto hereto, constitutes a legal, valid and binding obligation obligations of each of Parent and Merger Subthe Company, enforceable against each of them the Company in accordance with its terms; provided , except that the such enforceability thereof may be limited by (i) applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or and other similar laws from time to time in effect applicable Law affecting 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) the “Bankruptcy and (ii) public policy, applicable law relating to fiduciary duties and indemnification and an implied covenant of good faith and fair dealingEquity Exception”). (b) Neither The Company hereby consents to the Offer and represents that its Board of Directors, at a meeting heretofore duly called and held at which all of the directors of the Company’s Board of Directors were present in person or by telephone in compliance with the applicable provisions of the DGCL, duly and unanimously adopted resolutions (i) determining that this Agreement and the “agreement of merger” (as such term is used in Section 251 of the DGCL) contained in this Agreement are advisable, (ii) determining that this Agreement and the Transactions contemplated hereby, including the Offer and the Merger, taken together, are fair to and in the best interests of the Company and the holders of Company Common Stock, (iii) approving this Agreement and the “agreement of merger” contained in this Agreement in accordance with the DGCL, (iv) approving the Tender and Support Agreement for purposes of and in accordance with Section 203 of the DGCL, (v) directing that the “agreement of merger” contained in this Agreement be submitted to the holders of Company Common Stock for adoption, unless the Merger is consummated in accordance with Section 253 of the DGCL as contemplated herein (the “Company Merger Recommendation”), (vi) subject to Section 6.1(a)(ii) and Section 6.3 hereof, recommending that the holders of Company Common Stock accept the Offer and tender their shares of Company Common Stock to Merger Sub pursuant to the Offer, (the “Company Offer Recommendation”) (vii) authorizing the grant of the Top-Up Option and the issuance of the Top-Up Shares upon the exercise thereof, and (viii) electing, to the extent permitted by applicable Laws, to make inapplicable all state takeover laws or similar Laws, including Section 203 of the DGCL, to the extent they might otherwise apply to the execution, delivery, performance or consummation of this Agreement or the Tender and Support Agreement or the transactions (including, the Transactions) contemplated hereby or thereby. None of the aforesaid actions by the Company’s Board of Directors has been amended, rescinded or modified as of the date hereof. No further corporate action is required by the Company’s Board of Directors in order for the Company to approve this Agreement or the Transactions, including the Merger and the Offer. (c) None of the execution and delivery of this Agreement by Parent and Merger Subthe Company, nor the consummation by Parent and Merger Sub the Company of the transactions contemplated by this Agreement, nor Transactions or compliance by Parent and Merger Sub the Company with any of the terms or provisions of this Agreement, hereof will (i) assuming the Parent Stockholder Approval is obtainedconflict with, conflict with or violate result in a violation or breach of, any provision of the Parent’s certificate of incorporation and by-laws or bylaws of the Company or any organizational document of any Subsidiary of the Organizational Documents of Parent’s material SubsidiariesCompany, (ii) assuming that the authorizations, consents and approvals referred to in Section 4.4 4.5 and the Parent Company Stockholder Approval Approval, if required, are obtained and the filings referred to in Section 4.4 4.5 are timely made, (x) violate any Law, judgment, writ or injunction of any Governmental Authority Law applicable to Parent the Company or any of its Subsidiaries or any of their respective properties or assets, or (yiii) violateassuming that the authorizations, consents and approvals referred to in Section 4.5 and the filings referred to in Section 4.5 are timely made, conflict with, or result in the loss of any benefit underviolation or breach of, or constitute a default (with or an event which, with without notice or lapse of time, or both) a default (or give rise to a right of termination, would constitute a defaultcancellation or acceleration of any obligations or loss of any material benefit) under, result in the termination of require a consent or a right of termination or cancellation waiver under, accelerate require the performance required by, or result in the creation payment of any Lien upon any of the respective properties or assets of, Parent or any of its Subsidiaries a penalty under, any of the terms, conditions or provisions of any Contract loan or Permit credit agreement, debenture, note, bond, mortgage, indenture, deed of trust, lease, contract, instrument or other agreement (each, a “Contract”) to which Parent the Company or any of its Subsidiaries is a party, party or by which they or any of their respective properties or assets may be are bound or affected any Permit affecting, or relating in any way to, the assets or business of the Company and its Subsidiaries, or (iiiiv) result in the exercisability creation or imposition of any right to purchase or acquire Lien on any material asset of Parent the Company or any of its Subsidiaries, except, in the case of clause clauses (ii), (iii) and (iv), for such conflicts, violations, conflictsbreaches, lossesLiens or defaults that, defaultsindividually or in the aggregate, terminations, cancellations, accelerations or Liens that (A) have not had and would not reasonably be expected to have, individually or in the aggregate, have a Parent Company Material Adverse EffectEffect and (B) would not reasonably be expected to prevent or materially delay the consummation by the Company of any of the Transactions. (id) The Company’s Board of Directors has duly and validly approved and taken all corporate action required to be taken by the Company’s Board of Directors to grant the Top-Up Option and to issue the Top-Up Shares upon the exercise thereof. Assuming that the authorizations, consents and approvals referred to in Section 4.5 and the filings referred to in Section 4.5 are timely made, none of the grant of the Top-Up Option by the Company, the exercise thereof by Parent or the issuance and sale of the Top-Up Shares to Parent in respect of such exercise, in each case, subject to and in accordance with Section 1.4, will conflict with, or result in a violation or breach of, any provision of applicable Laws or any judgment, injunction, order or decree of any Governmental Authority, or require any action, consent, approval, authorization or permit of, action by, or filing with or notification to, any Governmental Authority. (e) The affirmative vote (in person or represented by proxy) of the holders of a majority of the aggregate voting power present votes entitled to be cast by the holders of outstanding shares of Company Common Stock at the Parent Stockholder Meeting Company Stockholders Meeting, or any adjournment or postponement thereof to approve thereof, in favor of the Parent Stock Issuance adoption of this Agreement and the related Plan of Merger (the “Parent Stock Issuance Company Stockholder Approval”) and is (iiunless the Merger is consummated in accordance with Section 253 of the DGCL as contemplated by Section 6.14) the affirmative only vote (in person or by proxy) of the holders of a majority of the outstanding shares of Parent Common Stock entitled to vote on the adoption of the Charter Amendment (the “Parent Charter Approval” and, collectively with the Parent Stock Issuance Approval, the “Parent Stockholder Approval”)) are the only votes or approvals approval of the holders of any class or series of the capital stock of Parent the Company or any of its Subsidiaries necessary to approve the Parent Stock Issuance, adopt the Charter Amendment and approve and consummate the transactions contemplated by this Agreement. (d) The Board of Directors of Parent has unanimously (i) determined that this Agreement and the transactions contemplated by this Agreement are in the best interests of Parent and its stockholders, (ii) approved and declared advisable this Agreement, the Charter Amendment and the Parent Stock Issuance and (iii) resolved to submit the Charter Amendment and the Parent Stock Issuance to a vote of Parent’s stockholders and recommend the adoption of the Charter Amendment and approval of the Parent Stock Issuance.

Authority; Noncontravention; Voting Requirements. (a) Each of Parent and Merger Sub The Company has all necessary entity power and authority to execute and deliver this Agreement and to consummate the transactions contemplated by this AgreementStatutory Merger Agreement and, subject to obtaining the Parent Stockholder Approval in Company Shareholder Approval, to perform its obligations hereunder and to consummate the case of ParentTransactions. The execution, delivery and performance by Parent and Merger Sub the Company of this Agreement and the Statutory Merger Agreement, and the consummation by the Company of the transactions contemplated by this AgreementTransactions, have been duly authorized and approved by Merger Sub and Parent, as its sole member, and by the Board of Directors of ParentCompany Board, and, except for obtaining the Parent Stockholder Approval in Company Shareholder Approval, executing and delivering the case of ParentStatutory Merger Agreement and filing the Merger Application with the Registrar pursuant to the Bermuda Companies Act, no other entity action on the part of Parent and Merger Sub the Company is necessary to authorize the execution, delivery and performance by Parent and Merger Sub the Company of this Agreement and the Statutory Merger Agreement and the consummation by the Company of the transactions contemplated by this AgreementTransactions. This Agreement has been duly executed and delivered by Parent and Merger Sub the Company and, assuming due authorization, execution and delivery of this Agreement hereof by the other parties hereto parties, constitutes a legal, valid and binding obligation of each of Parent and Merger Subthe Company, enforceable against each of them the Company in accordance with its terms; provided , except that the such enforceability thereof (i) may be limited by (i) applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium moratorium, rehabilitation, conservatorship, liquidation, receivership and other similar Laws of general application affecting or similar laws from time relating to time in effect affecting the enforcement of creditors’ rights and remedies generally and by (ii) is subject to general principles of equity (regardless of equity, whether such principles are considered in a proceeding at law or in equity or at law) (the “Bankruptcy and (ii) public policy, applicable law relating to fiduciary duties and indemnification and an implied covenant of good faith and fair dealingEquity Exception”). (b) The Company Board has (i) determined that the Merger Consideration constitutes fair value for each Company Share in accordance with the Bermuda Companies Act, (ii) determined that the preferred shares of the Surviving Company as described in Section 3.01(d) constitutes fair value for each Series A Preferred Share in accordance with the Bermuda Companies Act, (iii) determined that the preferred shares of the Surviving Company as described in Section 3.01(e) constitutes fair value for each Series B Preferred Share in accordance with the Bermuda Companies Act, (iv) determined that the Merger, on the terms and subject to the conditions set forth herein, is fair to, and in the best interests of, the Company, (v) approved the Merger, this Agreement and the Statutory Merger Agreement, (vi) approved the Company Bye-Law Amendment and (vii) resolved, subject to Section 6.02, to recommend approval of the Merger, this Agreement, the Statutory Merger Agreement and the Company Bye-Law Amendment to the Company’s shareholders (such recommendation, the “Company Board Recommendation”). (c) Neither the execution and delivery of this Agreement or the Statutory Merger Agreement by Parent and Merger Subthe Company, nor the consummation by Parent and Merger Sub the Company of the transactions contemplated by this AgreementTransactions, nor performance or compliance by Parent and Merger Sub the Company with any of the terms or provisions of this Agreementhereof, will (i) assuming the Parent Stockholder Approval is obtainedcontravene, conflict with or violate any provision of (A) the Parent’s certificate Company Organizational Documents or (B) the similar Organizational Documents of incorporation and by-laws or any of the Organizational Documents of ParentCompany’s material Subsidiaries, Subsidiaries or (ii) assuming (A) compliance with the matters set forth in Section 5.02(c) (other than Section 5.02(c)(ii)(A)) (and assuming the accuracy of the representations and warranties made in such Section 5.02(c)), (B) that the authorizationsactions described in Section 4.03(a) have been completed, consents and approvals (C) that the Consents referred to in Section 4.4 4.04 and the Parent Stockholder Company Shareholder Approval are is obtained and (D) that the filings referred to in Section 4.4 4.04 are mademade and any waiting periods thereunder have terminated or expired, in the case of each of the foregoing clauses (A) through (D), prior to the Effective Time, (x) violate any Law, writ, injunction, directive, judgment, writ decree or injunction of any Governmental Authority order applicable to Parent the Company or any of its Subsidiaries or any of their respective properties or assetsSubsidiaries, or (y) violate, conflict with, result in the loss of any benefit under, violate or constitute a breach of or default (with or an event which, with without notice or lapse of time, time or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of, Parent or any of its Subsidiaries under, under any of the terms, conditions or provisions of any Material Contract or Permit to which Parent Company Reinsurance Contract or accelerate the Company’s or, if applicable, any of its Subsidiaries is a partySubsidiaries’, rights or by which they obligations under any such Material Contract or any of their respective properties or assets may be bound or affected Company Reinsurance Contract or (iiiz) result in the exercisability creation of any right to purchase Lien (other than any Permitted Lien) on any properties or acquire any material asset assets of Parent the Company or any of its Subsidiaries, except, in the case of clause clauses (i)(B) and (ii), for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations or Liens that have not had and as would not constitute a Material Adverse Effect or reasonably be expected to have, individually prevent or in materially impair or delay (x) the aggregate, consummation by the Company of any of the Transactions on a Parent Material Adverse Effecttimely basis or (y) the compliance by the Company with its obligations under this Agreement. (id) The affirmative vote (in person or by proxySubject to bye-law 4.3(a) of the holders of a majority of Company Bye-Laws, (i) if the aggregate voting power present at the Parent Stockholder Meeting or any adjournment or postponement thereof to approve the Parent Stock Issuance (the “Parent Stock Issuance Approval”) and (ii) Company Bye-Law Amendment is approved, the affirmative vote (in person or by proxy) of a majority of the holders Company Shares, Series A Preferred Shares and Series B Preferred Shares, voting together as a single class, that are present (in person or by proxy) at the Company Shareholders Meeting at which two or more persons present in person and representing in person or by proxy in excess of 50% of the total issued voting shares in the Company, in favor of the approval of this Agreement, the Statutory Merger Agreement and the Merger or (ii) if the Company Bye-Law Amendment is not approved, the affirmative vote (in person or by proxy) of a majority of the outstanding shares of Parent Common Stock entitled to vote on the adoption three-fourths of the Charter Amendment Company Shares, Series A Preferred Shares and Series B Preferred Shares, voting together as a single class, that are present (in person or by proxy) at the “Parent Charter Approval” andCompany Shareholders Meeting at which two or more persons present in person and representing in person or by proxy in excess of 50% of the total issued voting shares in the Company, collectively with in favor of the Parent Stock Issuance Approvalapproval of this Agreement, the Statutory Merger Agreement and the Merger (as applicable, the “Parent Stockholder Company Shareholder Approval”)) are is the only votes vote or approvals approval of the holders of any class or series of share capital of the capital stock Company or any of Parent its Subsidiaries that is necessary to approve the Parent Stock Issuance, adopt the Charter Amendment and approve and consummate the transactions contemplated by this Agreement. (d) The Board of Directors of Parent has unanimously (i) determined that this Agreement and the transactions contemplated by this Agreement are in the best interests of Parent and its stockholders, (ii) approved and declared advisable this Agreement, the Charter Amendment Statutory Merger Agreement and the Parent Stock Issuance and (iii) resolved to submit the Charter Amendment and the Parent Stock Issuance to a vote of Parent’s stockholders and recommend the adoption of the Charter Amendment and approval of the Parent Stock IssuanceMerger.

Authority; Noncontravention; Voting Requirements. (a) Each of Parent and Merger Sub The Partnership has all necessary entity partnership power and authority to execute and deliver this Agreement and Agreement, to consummate the transactions contemplated by this Agreementperform its obligations hereunder and, subject to obtaining the Parent Stockholder Approval in Unitholder Approval, to consummate the case of ParentTransactions. The execution, delivery and performance by Parent the Partnership of this Agreement and Merger Sub the consummation by the Partnership of the Transactions have been duly authorized by the Partnership Board and approved by each of the Conflicts Committee and the Partnership Board, and the Partnership Board, acting upon the Conflicts Committee Recommendation, has unanimously (i) determined that this Agreement and the Transactions are fair to and in the best interests of the Partnership and the Unaffiliated Unitholders, (ii) approved this Agreement and the Transactions, (iii) directed that this Agreement and the Transactions be submitted to a vote of the Common Unitholders, and (iv) resolved, subject to Section 5.3, to make the Partnership Board Recommendation. As of the date of this Agreement, and neither the consummation of Conflicts Committee Recommendation nor the transactions contemplated by this AgreementPartnership Board Recommendation has been subsequently rescinded, have been duly authorized and approved by Merger Sub and Parent, as its sole member, and by the Board of Directors of Parent, and, except modified or withdrawn in any way. Except for obtaining the Parent Stockholder Approval in the case of ParentUnitholder Approval, no other entity action on the part of Parent and Merger Sub the Partnership is necessary to authorize the execution, delivery and performance by Parent and Merger Sub the Partnership of this Agreement and the consummation by the Partnership of the transactions contemplated by this AgreementTransactions. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub the Partnership and, assuming due authorization, execution and delivery of this Agreement by the other parties hereto Sponsor Entities, constitutes a the legal, valid and binding obligation of each of Parent and Merger Subthe Partnership, enforceable against each of them the Partnership in accordance with its terms; provided that the , except as such enforceability thereof (A) may be limited by (i) applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium moratorium, fraudulent conveyance, rehabilitation, conservatorship, liquidation, receivership and other similar Laws, now or similar laws from time hereafter in effect, of general application affecting or relating to time in effect affecting the enforcement of creditors’ rights and remedies generally and by (B) is subject to general principles of equity, whether applied in a Proceeding or at law or in equity (regardless of whether such principles are considered in a proceeding in equity or at law) collectively, the “Bankruptcy and (ii) public policy, applicable law relating to fiduciary duties and indemnification and an implied covenant of good faith and fair dealingEquity Exception”). (b) Neither the execution and delivery of this Agreement by Parent and Merger Subthe Partnership, nor the consummation by Parent and Merger Sub the Partnership of the transactions contemplated by this AgreementTransactions, nor performance or compliance by Parent and Merger Sub the Partnership with any of the terms or provisions of this Agreement, Agreement will (i) assuming subject to the Parent Stockholder receipt of the Unitholder Approval is obtainedand the General Partner Approval, conflict with or violate any provision of (A) the Parent’s certificate of incorporation and by-laws Partnership Charter Documents or (B) any Charter Documents of the Organizational Documents of ParentPartnership’s material Subsidiaries, Subsidiaries or (ii) assuming that the authorizationsConsents, consents and approvals filings, declarations or registrations referred to in Section 4.4 3.4 and the Parent Stockholder Unitholder Approval and the General Partner Approval are obtained and the filings referred to in Section 4.4 are made, as applicable, (xA) violate any Law, judgment, writ Law or injunction of any Governmental Authority Judgment applicable to Parent the Partnership or any of its Subsidiaries Subsidiaries, (B) violate or any of their respective properties or assets, or (y) violate, conflict with, result in the loss of any benefit under, constitute a default under (with or an event which, with without notice or lapse of time, time or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of, Parent or any of its Subsidiaries under, any of the terms, conditions or provisions of any Contract or Permit to which Parent the Partnership or any of its Subsidiaries is a partybound or give rise to any right to terminate, cancel, amend, modify or by which they accelerate the Partnership’s or any of their respective properties its Subsidiaries’ applicable rights or assets may be obligations under any such Contract, (C) give rise to any right of first refusal, preemptive right, tag-along right, transfer right or other similar right of any other party to a Contract to which the Partnership or any of its Subsidiaries is bound or affected or (iiiD) result in the exercisability creation of a Lien (other than Permitted Liens) on any right to purchase properties or acquire any material asset assets of Parent the Partnership or any of its Subsidiaries, except, except in the case of clause clauses (i)(B) and (ii)) above, for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations or Liens that have not had and as would not reasonably be expected to have, individually or in the aggregate, a Parent Partnership Material Adverse Effect. (ic) The affirmative vote (in person or by proxy) of Except for the holders of a majority of the aggregate voting power present at the Parent Stockholder Meeting or any adjournment or postponement thereof to approve the Parent Stock Issuance (the “Parent Stock Issuance General Partner Approval”) and (ii) , the affirmative vote (in person or by proxy) of the holders of at least a majority of the outstanding shares of Parent Common Stock Units entitled to vote on the adoption of the Charter Amendment thereon, voting as a single class, at a Unitholders Meeting (the “Parent Charter Approval” and, collectively with the Parent Stock Issuance Approval, the “Parent Stockholder Unitholder Approval”)) are in favor of the approval of this Agreement is the only votes vote or approvals approval of the holders of any class or series of the partnership interests, equity interests or capital stock of Parent the Partnership or any of its Subsidiaries that is necessary to approve the Parent Stock Issuance, adopt the Charter Amendment and approve and consummate the transactions contemplated by this Agreement. (d) The Board of Directors of Parent has unanimously (i) determined that this Agreement and to consummate the transactions contemplated by this Agreement are in the best interests of Parent and its stockholders, (ii) approved and declared advisable this Agreement, the Charter Amendment and the Parent Stock Issuance and (iii) resolved to submit the Charter Amendment and the Parent Stock Issuance to a vote of Parent’s stockholders and recommend the adoption of the Charter Amendment and approval of the Parent Stock IssuanceTransactions.

Authority; Noncontravention; Voting Requirements. (a) Each of Parent and Merger Sub the AMID Entities has all necessary entity power and authority to execute and deliver this Agreement and to consummate the transactions contemplated by this Agreementhereby, subject to obtaining including the Parent Stockholder Approval in the case of ParentMerger. The execution, delivery and performance by Parent and Merger Sub the AMID Entities of this Agreement, the Holdings Contribution Agreement and the consummation of the transactions contemplated by this Agreementhereby and thereby, including the Merger, have been duly authorized and approved by all requisite partnership or limited liability company action on the part of each of the AMID Entities. At a meeting duly called and held, the AMID GP Board unanimously approved this Agreement, the Holdings Contribution Agreement and the transactions contemplated hereby and thereby, including the Merger Sub and Parent, as its sole memberthe Holdings Contribution, and by the Board of Directors of Parent, and, except for obtaining the Parent Stockholder Approval in the case of Parent, no other entity action on the part of Parent and Merger Sub the AMID Entities is necessary to authorize the execution, delivery and performance by Parent and Merger Sub the AMID Entities of this Agreement and the Holdings Contribution Agreement and the consummation of the transactions contemplated by this Agreementhereby and thereby, including the Merger and the Holdings Contribution. This Agreement has and the Holdings Contribution Agreement have been duly executed and delivered by Parent and Merger Sub the applicable AMID Entities and, assuming due authorization, execution and delivery of this Agreement and the Holdings Contribution Agreement by the other parties hereto hereto, this Agreement constitutes a legal, valid and binding obligation of each of Parent and Merger Subthe applicable AMID Entities, enforceable against each of them in accordance with its terms; provided that the enforceability thereof , except as such enforcement may be limited by (i) applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium moratorium, fraudulent conveyance or other similar laws from time to time in effect Laws affecting the enforcement of creditors’ rights and remedies generally and by general principles of equity (regardless of whether such principles are considered applied in a proceeding in equity Proceeding or at law) and (ii) public policy, applicable law relating to fiduciary duties and indemnification and an implied covenant of good faith and fair dealingor in equity). (b) Neither the execution and delivery of each of this Agreement and the Holdings Contribution Agreement by Parent and Merger Subthe AMID Entities, nor the consummation by Parent and Merger Sub the AMID Entities of the transactions contemplated by this Agreementhereby and thereby, nor compliance by Parent and Merger Sub the AMID Entities with any of the terms or provisions of this Agreement, will (i) assuming the Parent Stockholder Approval is obtained, conflict with or violate any provision of the Parent’s certificate of incorporation and by-laws AMID Charter Documents, the AMID GP Charter Documents, or any of the Organizational Documents of Parent’s material SubsidiariesAMID Subsidiary Documents, (ii) assuming that the authorizations, consents and approvals referred to in Section 4.4 and the Parent Stockholder Approval are obtained and the filings referred to in Section 4.4 are made, (x) violate any Law, judgment, writ or injunction of any Governmental Authority applicable to Parent AMID or any of its Subsidiaries or any of their respective properties or assets, or (y) violate, conflict with, result in the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of, Parent AMID or any of its Subsidiaries under, under any of the terms, conditions or provisions of any Contract or AMID Permit (including any Environmental Permit) to which Parent AMID or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected or (iii) result in the exercisability of any right to purchase or acquire any material asset of Parent AMID or any of its Subsidiaries, except, in the case of clause clauses (iiii)(x) and (ii)(y), for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations or Liens that have not had and would not reasonably be expected to haveas, individually or in the aggregate, a Parent would not reasonably be expected to have an AMID Material Adverse Effect. (ic) The affirmative vote (in person or by proxy) None of the holders of a majority of the aggregate voting power present at the Parent Stockholder Meeting AMID Entities or any adjournment of their respective Subsidiaries holds any limited partner interests, capital stock, voting securities or postponement thereof equity interests of SXE or any of its Subsidiaries, or holds any securities or rights convertible into, exchangeable or exercisable for, or evidencing the right to approve the Parent Stock Issuance (the “Parent Stock Issuance Approval”) and (ii) the affirmative vote (in person or by proxy) of the holders of a majority of the outstanding subscribe for any such limited partner interests, shares of Parent Common Stock entitled to vote on the adoption of the Charter Amendment (the “Parent Charter Approval” andcapital stock, collectively with the Parent Stock Issuance Approvalvoting securities or equity interests, the “Parent Stockholder Approval”)) are the only votes or approvals of the holders any rights, warrants, options, calls, commitments or any other agreements of any class character to purchase or series acquire any such limited partner interests, shares of capital stock, voting securities or equity interests or any securities or rights convertible into, exchangeable or exercisable for, or evidencing the right to subscribe for, any such limited partner interests, shares of capital stock of Parent necessary to approve the Parent Stock Issuancestock, adopt the Charter Amendment and approve and consummate the transactions contemplated by this Agreementvoting securities or equity interests. (d) The Board of Directors of Parent has unanimously (i) determined that this Agreement and the transactions contemplated by this Agreement are in the best interests of Parent and its stockholders, (ii) approved and declared advisable this Agreement, the Charter Amendment and the Parent Stock Issuance and (iii) resolved to submit the Charter Amendment and the Parent Stock Issuance to a vote of Parent’s stockholders and recommend the adoption of the Charter Amendment and approval of the Parent Stock Issuance.

Authority; Noncontravention; Voting Requirements. (a) Each of Parent and Merger Sub has all necessary entity power and authority to execute and deliver this Agreement and to consummate the transactions contemplated by this Agreement, subject to obtaining the Parent Stockholder Approval in the case of Parent. The execution, delivery and performance by Parent and Merger Sub of this Agreement and by Parent of the KMP Merger Agreement and the KMR Merger Agreement, and the consummation of the transactions contemplated by this AgreementAgreement (including, in the case of Parent, the KMP Merger and the KMR Merger), have been duly authorized and approved by Merger Sub and Parent, as its sole member, and by the Board of Directors of Parent, and, except for obtaining the Parent Stockholder Approval in the case of Parent, no other entity action on the part of Parent and Merger Sub is necessary to authorize the execution, delivery and performance by Parent and Merger Sub of this Agreement or the execution, delivery and performance by Parent of the KMP Merger Agreement, and the KMR Merger Agreement, and the consummation of the transactions contemplated by this AgreementAgreement (including, in the case of Parent, the KMP Merger and the KMR Merger). This Agreement has been duly executed and delivered by Parent and Merger Sub and, assuming due authorization, execution and delivery of this Agreement by the other parties hereto constitutes a legal, valid and binding obligation of each of Parent and Merger Sub, enforceable against each of them in accordance with its terms; provided that . Each of the enforceability thereof may be limited KMP Merger Agreement and the KMR Merger Agreement has been duly executed and delivered by (i) Parent and the applicable bankruptcymerger Subsidiary and, insolvencyassuming due authorization, fraudulent transferexecution and delivery of by the other parties thereto constitutes a legal, reorganizationvalid and binding obligation of each of Parent and the applicable merger Subsidiary, moratorium or similar laws from time to time enforceable against Parent in effect affecting 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) and (ii) public policy, applicable law relating to fiduciary duties and indemnification and an implied covenant of good faith and fair dealingaccordance with its terms. (b) Neither the execution and delivery of this Agreement by Parent and Merger Sub, nor the execution and delivery of the KMP Merger Agreement or the KMR Merger Agreement by Parent and the applicable merger Subsidiary, nor the consummation by Parent and Merger Sub of the transactions contemplated by this AgreementAgreement (including, in the case of Parent, the KMP Merger and the KMR Merger), nor compliance by Parent and Merger Sub with any of the terms or provisions of this Agreement, will (i) assuming the Parent Stockholder Approval is obtained, conflict with or violate any provision of the Parent’s certificate of incorporation and by-laws or any of the Organizational Documents of Parent’s material Subsidiaries, (ii) assuming that the authorizations, consents and approvals referred to in Section 4.4 and the Parent Stockholder Approval are obtained and the filings referred to in Section 4.4 are made, (x) violate any Law, judgment, writ or injunction of any Governmental Authority applicable to Parent or any of its Subsidiaries or any of their respective properties or assets, or (y) violate, conflict with, result in the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of, Parent or any of its Subsidiaries under, any of the terms, conditions or provisions of any Contract or Permit permit to which Parent or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected or (iii) result in the exercisability of any right to purchase or acquire any material asset of Parent or any of its Subsidiaries, except, in the case of clause clauses (iiii)(x) and (ii)(y), for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations or Liens that have not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (i) The affirmative vote (in person or by proxy) of the holders of a majority of the aggregate voting power present at the Parent Stockholder Meeting or any adjournment or postponement thereof to approve the Parent Stock Issuance (the “Parent Stock Issuance Approval”) and (ii) the affirmative vote (in person or by proxy) of the holders of a majority of the outstanding shares of Parent Common Stock entitled to vote on the adoption of the Charter Amendment (the “Parent Charter Approval” and, collectively with the Parent Stock Issuance Approval, the “Parent Stockholder Approval”)) are the only votes or approvals of the holders of any class or series of the capital stock of Parent necessary to approve the Parent Stock Issuance, adopt the Charter Amendment and approve and consummate the transactions contemplated by this AgreementAgreement (including the KMP Merger and the KMR Merger). (d) The Board of Directors of Parent has unanimously (i) determined that this Agreement and the transactions contemplated by this Agreement (including the KMP Merger and the KMR Merger) are in the best interests of Parent and its stockholders, (ii) approved and declared advisable this Agreement, the Charter Amendment and the Parent Stock Issuance and (iii) resolved to submit the Charter Amendment and the Parent Stock Issuance to a vote of Parent’s stockholders and recommend the adoption of the Charter Amendment and approval of the Parent Stock Issuance.

Authority; Noncontravention; Voting Requirements. (a) Each of Parent and Merger Sub has all necessary entity power and authority to execute and deliver this Agreement and to consummate the transactions contemplated by this Agreementand, subject to obtaining the Parent Stockholder Approval in the case of Parent, to consummate the transactions contemplated by this Agreement. The execution, delivery and performance by Parent and Merger Sub of this Agreement, and the consummation of the transactions contemplated by this Agreement, have been duly authorized and approved by each of Merger Sub, Parent as the sole member of Merger Sub, Parent, and the Parent Special Committee, and no other entity action on the part of Parent or Merger Sub is necessary to authorize the execution, delivery and Parent, as its sole member, and performance by the Board Parent or Merger Sub of Directors of Parent, this Agreement and, except for obtaining the Parent Stockholder Approval in the case of Parent, no other entity action on the part of Parent and Merger Sub is necessary to authorize the execution, delivery and performance by Parent and Merger Sub of this Agreement and the consummation of the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by each of Parent and Merger Sub and, assuming due authorization, execution and delivery of this Agreement by the other parties hereto constitutes a legal, valid and binding obligation of each of Parent and Merger Sub, enforceable against each of them in accordance with its terms; provided that the enforceability thereof , except as such enforcement may be limited by (i) applicable bankruptcythe Enforceability Exceptions. The Special Committee has taken all necessary action so that any takeover, insolvencyanti-takeover, fraudulent transfermoratorium, reorganization“fair price”, moratorium “control share” or similar laws from time Law applicable to time Parent or any of its Subsidiaries (including the restrictions on “business combinations” with an “interested stockholder” (each as defined in effect affecting creditors’ rights Section 18-1090.3 of the OGCA) under Section 18-1090.3 of the OGCA) (“Takeover Laws”) do not, and remedies generally will not, apply to this Agreement and by general principles the consummation of equity (regardless of whether such principles are considered in a proceeding in equity or at law) the transactions contemplated this Agreement, including the Merger and (ii) public policy, applicable law relating to fiduciary duties and indemnification and an implied covenant of good faith and fair dealingthe Parent Stock Issuance. (b) Neither the execution and delivery of this Agreement by Parent and Merger Sub, nor the consummation by Parent and Merger Sub of the transactions contemplated by this Agreement, nor compliance by Parent and Merger Sub with any of the terms or provisions of this Agreement, will (i) assuming the Parent Stockholder Approval is obtained, contravene, conflict with or with, violate any provision of, result in any breach of, or require the consent of any Person under, the Parent’s certificate of incorporation and by-laws terms, conditions or any provisions of the Organizational Documents of Parent or any of Parent’s material Subsidiaries, (ii) assuming that the authorizations, consents and approvals referred to in Section 4.4 5.4 and the Parent Stockholder Approval are obtained and the filings referred to in Section 4.4 5.4 are made, (xA) contravene, violate or conflict with any Law, judgment, writ or injunction of any Governmental Authority applicable to Parent or any of its Subsidiaries or any of their respective properties or assets, or (yB) violate, conflict with, result in the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, give rise to a right to receive a change of control payment (or similar payment) under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of, Parent or any of its Subsidiaries under, any of the terms, conditions or provisions of any Contract or Parent Permit to which Parent or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected or (iii) result in the exercisability of any right to purchase or acquire any material asset of Parent or any of its Subsidiaries, except, in the case of clause (ii), for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations or Liens that have not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (ic) The affirmative vote (in person or by proxy) of the holders of a majority of the aggregate voting power present votes cast at the Parent Stockholder Meeting at which a quorum is present or any adjournment or postponement thereof to approve the Parent Stock Issuance (the “Parent Stock Issuance Approval”) and (ii) the affirmative vote (in person or by proxy) of the holders of a majority of the outstanding shares of Parent Common Stock entitled to vote on the adoption of the Charter Amendment (the “Parent Charter Approval” and, collectively with the Parent Stock Issuance Approval, the “Parent Stockholder Approval”)) are is the only votes or approvals vote of the holders of any class or series of the capital stock of Parent necessary to approve the Parent Stock Issuance, adopt the Charter Amendment Issuance and approve and consummate the transactions contemplated by this Agreement. (d) The Board of Directors of Parent Special Committee, at a meeting duly called and held, has unanimously (i) determined that it is in the best interests of Parent and the Parent Stockholders, and declared it advisable, to enter into this Agreement, (ii) approved the execution, delivery and performance of this Agreement and the transactions contemplated by this Agreement are in the best interests of Parent and its stockholders, (ii) approved and declared advisable this Agreement, the Charter Amendment and including the Parent Stock Issuance and (iii) resolved to submit the Charter Amendment and the Parent Stock Issuance to a vote of Parent’s stockholders the Parent Stockholders and recommend the adoption of the Charter Amendment and approval of the Parent Stock IssuanceIssuance by the Parent Stockholders.

Authority; Noncontravention; Voting Requirements. (a) Each of Parent and Merger Sub The Company has all necessary entity corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated by this Agreementand, subject to obtaining the Parent Company Stockholder Approval in Approval, to perform its obligations hereunder and to consummate the case of ParentTransactions. The execution, delivery and performance by Parent and Merger Sub the Company of this Agreement, and the consummation by it of the transactions contemplated by this AgreementTransactions, have been duly authorized and unanimously approved by Merger Sub and Parent, as its sole memberthe Company Board, and by the Board of Directors of Parent, and, except for obtaining the Parent Company Stockholder Approval in the case of ParentApproval, no other entity corporate action on the part of Parent and Merger Sub the Company is necessary to authorize the execution, delivery and performance by Parent and Merger Sub the Company of this Agreement and the consummation by it of the transactions contemplated by this AgreementTransactions. This Agreement has been duly executed and delivered by Parent and Merger Sub the Company and, assuming due authorization, execution and delivery of this Agreement hereof by the other parties hereto hereto, constitutes a legal, valid and binding obligation of each of Parent and Merger Subthe Company, enforceable against each of them the Company in accordance with its terms; provided , except that the such enforceability thereof (i) may be limited by (i) applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar Laws of general application affecting or similar laws from time relating to time in effect affecting the enforcement of creditors’ rights and remedies generally and by (ii) is subject to general principles of equity (regardless of equity, whether such principles are considered in a proceeding at law or in equity or at law) (the “Bankruptcy and (ii) public policy, applicable law relating to fiduciary duties and indemnification and an implied covenant of good faith and fair dealingEquity Exception”). (b) The Company Board, at a meeting duly called and held, has (i) approved and declared advisable this Agreement and the Transactions, (ii) authorized the grant of the Top-Up Option and the issuance of the Top-Up Option Shares upon exercise thereof, (iii) resolved to direct that this Agreement be submitted to the stockholders of the Company for adoption and approval if the Company Stockholder Approval is required by applicable Law in order to consummate the Merger, (iv) resolved, subject to Section 6.3 hereof, to recommend that stockholders of the Company accept the Offer, tender their Shares into the Offer and adopt this Agreement if the Company Stockholder Approval is required by applicable Law in order to consummate the Merger (it being understood that nothing in this clause (iv) shall in any way limit the Company Board’s rights under Section 6.3) and (v) approved for all purposes, for (A) each of Parent, Merger Sub and their respective Affiliates, (B) this Agreement and (C) the Transactions, to exempt such Persons, this Agreement and the Transactions from any “moratorium,” “fair price,” “business combination,” “control share acquisition” or similar provision of any state anti-takeover Law, including Section 17-12,100 et seq. of the Kansas Statutes Annotated (the “KSA”) (collectively, “Takeover Laws”) of any jurisdiction that may purport to be applicable to the Company, Parent, Merger Sub or any of their respective Affiliates, this Agreement or the Transactions, which approval has not been subsequently rescinded, modified or withdrawn in any way. (c) Neither the execution and delivery of this Agreement by Parent and Merger Sub, the Company nor the consummation by Parent and Merger Sub the Company of the transactions contemplated by this AgreementTransactions, nor compliance by Parent and Merger Sub the Company with any of the terms or provisions of this Agreementhereof, will (i) assuming the Parent Stockholder Approval is obtained, conflict with or violate any provision of the Parent’s certificate of incorporation and by-laws or any of the Organizational Documents of Parent’s material SubsidiariesCompany Charter Documents, (ii) conflict with or violate any provision of the equivalent organizational or governing documents of the Company’s Subsidiaries or (iii) assuming that the authorizations, consents and approvals referred to in Section 4.4 and the Parent Company Stockholder Approval are obtained and the filings referred to in Section 4.4 are made, (xA) violate any Law, judgment, writ or injunction of any Governmental Authority applicable to Parent the Company or any of its Subsidiaries or any of their respective properties or assetsSubsidiaries, or (yB) violate, conflict with, result in the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute require a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of, Parent or any of its Subsidiaries under, consent under any of the terms, conditions or provisions of any Contract loan or Permit credit agreement, debenture, note, bond, mortgage, indenture, guarantee, license, deed of trust, lease, purchase or sale order or other contract, commitment, agreement, instrument, binding obligation, arrangement, understanding, undertaking, permit, concession or franchise, whether written or oral (each, including all amendments thereto, a “Contract”) to which Parent the Company or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected or (iii) result in the exercisability of any right to purchase or acquire any material asset of Parent or any of its Subsidiaries, except, in the case of clause (iiiii)(B), as set forth on Section 4.3(c) of the Company Disclosure Letter or, in the case of clause (iii)(B), for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations violations or Liens that have not had and defaults as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (id) The affirmative vote (in person or by proxy) of the holders of a majority of the aggregate voting power present outstanding Shares entitled to vote thereon at the Parent Stockholder Meeting Company Stockholders Meeting, or any adjournment or postponement thereof thereof, in favor of the adoption of this Agreement, to approve the Parent Stock Issuance extent required by Law, (the “Parent Stock Issuance Company Stockholder Approval”) and (ii) the affirmative vote (in person or by proxy) of the holders of a majority of the outstanding shares of Parent Common Stock entitled to vote on the adoption of the Charter Amendment (the “Parent Charter Approval” and, collectively with the Parent Stock Issuance Approval, the “Parent Stockholder Approval”)) are is the only votes vote or approvals approval of the holders of any class or series of the capital stock of Parent the Company or any of its Subsidiaries which is necessary to adopt this Agreement and approve the Parent Stock Issuance, adopt the Charter Amendment and approve and consummate the transactions contemplated by this AgreementTransactions. (de) The Board Company is not, and as of Directors of Parent has unanimously (i) determined that this Agreement the Offer Closing and the transactions contemplated by this Agreement are in Closing will not be, an “issuing public corporation” for purposes of Section 17-1286 et seq. of the best interests KSA, and the Company Bylaws, as amended prior to the date of Parent and its stockholders, (ii) approved and declared advisable this Agreement, the Charter Amendment and the Parent Stock Issuance and (iii) resolved to submit the Charter Amendment and the Parent Stock Issuance to a vote of Parent’s stockholders and recommend the adoption provide that Section 17-1286 et seq. of the Charter Amendment and approval KSA does not apply to control share acquisitions of the Parent Stock IssuanceCompany Common Stock.

Authority; Noncontravention; Voting Requirements. (ai) Each Subject to the receipt of Parent and Merger Sub the Licensor Shareholder Approval, Licensor has all necessary entity corporate power and corporate authority to execute and deliver this Agreement and the Aditech Addendum and to perform its obligations hereunder and thereunder and to consummate the Transactions and the transactions contemplated by the Aditech Addendum. As of the Effective Date, this Agreement, subject to obtaining the Parent Stockholder Approval in the case of Parent. The execution, delivery and performance by Parent and Merger Sub of this Agreement, Agreement and the consummation of the transactions contemplated by this Agreement, Aditech Addendum have been duly authorized authorized, executed and approved delivered by Merger Sub Licensor and Parentconstitute legal, as its sole membervalid and binding agreement of Licensor, and by the Board of Directors of Parent, andenforceable in accordance with their terms, except to the extent that enforcement hereof or thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other Laws affecting enforcement of creditors’ rights or by general equitable principles. Except for obtaining the Parent Stockholder Approval in the case of ParentLicensor Shareholder Approval, no other entity corporate or shareholder action on the part of Parent and Merger Sub Licensor is necessary to authorize the execution, delivery and performance by Parent Licensor (including any approval or action by the Board of Directors of Licensor and Merger Sub of this Agreement or the Aditech Addendum and the consummation by it of the Transactions or the transactions contemplated by the Aditech Addendum. (ii) At a meeting of the Board of Directors of Licensor duly called and held (A) the disinterested members of the Board of Directors of Licensor, which do not form a quorum, declared in the best interests of Licensor and its shareholders, and therefore recommended the holders of Licensor Ordinary Shares approve the Transactions and the transactions contemplated by the Aditech Addendum and the execution, delivery and performance by Licensor of this Agreement and the Aditech Addendum and the consummation of the Transactions and the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by Parent and Merger Sub andthe Aditech Addendum, assuming due authorization, execution and delivery of this Agreement by the other parties hereto constitutes a legal, valid and binding obligation of each of Parent and Merger Sub, enforceable against each of them in accordance with its terms; provided that the enforceability thereof may be limited by (i) applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar laws from time to time in effect affecting 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) and (iiB) public policy, applicable law relating the Board of Directors of Licensor resolved to fiduciary duties refer and indemnification and an implied covenant of good faith and fair dealing. (b) Neither submit the execution and delivery of this Agreement by Parent and Merger Sub, nor the consummation by Parent and Merger Sub of the transactions contemplated by this Agreement, nor compliance by Parent and Merger Sub with any of the terms or provisions approval of this Agreement, will (i) assuming the Parent Stockholder Approval is obtained, conflict with or violate any provision of the Parent’s certificate of incorporation and by-laws or any of the Organizational Documents of Parent’s material Subsidiaries, (ii) assuming that the authorizations, consents and approvals referred to in Section 4.4 Aditech Addendum and the Parent Stockholder Approval are obtained Transactions to a vote at a Licensor Shareholders’ Meeting in accordance with the terms of this Agreement. The Board of Directors of Licensor has taken all necessary actions in accordance with applicable Law and the filings referred Licensor Articles to in Section 4.4 are madeduly call and give notice (such notice, (xa “Notice of Meeting”) violate any Law, judgment, writ or injunction of any Governmental Authority applicable to Parent or any a meeting of holders of its Subsidiaries or any Licensor Ordinary Shares for the purposes of their respective properties or assets, or (y) violate, conflict with, result in the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of, Parent or any of its Subsidiaries under, any of the terms, conditions or provisions of any Contract or Permit to which Parent or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected or obtaining Licensor Shareholder Approval. (iii) result in As of the exercisability Effective Date, at a duly called and convened meeting of any right to purchase or acquire any material asset of Parent or any Licensor’s holders of its Subsidiaries, except, in Ordinary Shares (the case of clause (ii“Licensor Shareholders’ Meeting”), for such violationsholders of at least two-thirds of the outstanding Licensor Ordinary Shares entitled to vote thereon, conflictsvoting together as a single class, losses, defaults, terminations, cancellations, accelerations or Liens that have not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (i) The affirmative vote affirmatively voted (in person or by proxy) of the holders of a majority of the aggregate voting power present at the Parent Stockholder Meeting or any adjournment or postponement thereof to approve the Parent Stock Issuance Transactions and the execution and delivery and performance by Licensor of this Agreement and the Aditech Addendum and the consummation of the Transactions and the transactions contemplated by the Aditech Addendum (the “Parent Stock Issuance Approval”) and (ii) the affirmative vote (in person or by proxy) of the holders of a majority of the outstanding shares of Parent Common Stock entitled to vote on the adoption of the Charter Amendment (the “Parent Charter Approval” and, collectively with the Parent Stock Issuance Approval, the “Parent Stockholder Licensor Shareholder Approval”)) are , and such Licensor Shareholder Approval, is the only votes or approvals vote of the holders of any class or series of the capital stock of Parent Licensor necessary to approve adopt this Agreement, the Parent Stock Issuance, adopt the Charter Amendment Aditech Addendum and approve and consummate the transactions contemplated by this Agreement. (d) The Board of Directors of Parent has unanimously (i) determined that this Agreement Transactions and the transactions contemplated by the Aditech Addendum. (iv) The execution, delivery and performance by Licensor of this Agreement are and the Aditech Addendum and the consummation of the Transactions and the transactions contemplated by the Aditech Addendum (in each case, alone or in combination with any other event) will not (A) conflict with or result in a breach or violation of any of the best interests terms or provisions of, or constitute a default under any Contract to which Licensor or any of Parent and its stockholdersAffiliates is a party or by which Licensor or any of its Affiliates is bound or to which any of the property or assets of Licensor or any of its Affiliates is subject, (iiB) approved and declared advisable impair or impose a Lien (other than the restrictions set forth in this Agreement, the Charter Amendment and the Parent Stock Issuance and (iiiAgreement or a Permitted Lien) resolved to submit the Charter Amendment and the Parent Stock Issuance to a vote of Parent’s stockholders and recommend the adoption on any of the Charter Amendment and approval of the Parent Stock Issuance.Licensed Intellectual Property,

Authority; Noncontravention; Voting Requirements. (a) Each of Parent and Merger Sub has all necessary corporate or entity power and authority to execute and deliver this Agreement and the other Transaction Agreements to consummate the transactions contemplated by this Agreement, subject to obtaining the Parent Stockholder Approval in the case of Parentwhich it is a party. The execution, delivery and performance of this Agreement and the other Transaction Agreements by Parent and Merger Sub and the consummation by Parent and Merger Sub of this Agreement, the Merger and the consummation of the transactions contemplated by this Agreement, other Transactions have been duly and validly authorized by all necessary action by each of the Parent Board and approved by the board of directors of Merger Sub and Parent, as its sole memberSub, and by the Board of Directors of Parent, and, except for obtaining the Parent Stockholder Approval in the case of Parent, no other corporate or entity action proceedings on the part of Parent and or Merger Sub is are necessary to authorize the execution, delivery and performance by Parent and Merger Sub of this Agreement and the consummation by Parent and Merger Sub of the transactions contemplated Transactions, subject only to: (i) approval by a Parent Qualified Stockholder Majority of the Parent Capital Increase Resolution and the completion of the other steps described in ARTICLE I, (ii) the approval of the adoption of this Agreement by Parent as the sole stockholder of Merger Sub (which approval will be provided promptly following the execution of this Agreement), and (iii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL. This Agreement has been been, and each of the other Transaction Agreements to which Parent or Merger Sub is a party will be at or prior to the Closing, duly executed and delivered by Parent and Merger Sub and, assuming due authorization, execution and delivery of this Agreement hereof by the other parties hereto and thereto, constitutes a legal, valid and binding obligation of each of Parent and Merger Sub, enforceable against each of them Parent and Merger Sub in accordance with its terms; provided that , subject to the enforceability thereof may be limited by (i) applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar laws from time to time in effect affecting 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) and (ii) public policy, applicable law relating to fiduciary duties and indemnification and an implied covenant of good faith and fair dealingGeneral Enforceability Exceptions. (b) Neither the execution and delivery of this Agreement and the other Transaction Agreements by Parent and or Merger Sub, Sub nor the consummation by Parent and Merger Sub of the transactions contemplated by this Agreement, nor compliance by Parent and Merger Sub with any of the terms or provisions of this Agreement, Transactions will (i) assuming the Parent Stockholder Approval is obtained, conflict with or violate any provision of the Parent’s certificate Parent Articles of incorporation and by-laws Association or any other organizational document of the Organizational Documents of Parent’s material SubsidiariesParent or Merger Sub, or (ii) assuming that the authorizations, consents and approvals referred to in Section 4.4 and the Parent Stockholder Approval 3.4 are obtained and the filings referred to in Section 4.4 3.5 are made, (x) violate any Applicable Law, judgment, writ or injunction of any Governmental Authority applicable to Parent or any of its Subsidiaries or any of their respective properties or assets, assets or (y) violate, conflict with, result in the loss of any benefit under, constitute a default (or an event whichthat, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien (other than a Permitted Lien) upon any of the respective properties or assets of, Parent or any of its Subsidiaries under, under any of the terms, conditions or provisions of any Parent Contract or Permit Parent Permit, to which Parent or any of its Subsidiaries is a party, or by which they Parent or any of its Subsidiaries or any of their respective properties or assets may be bound or affected or (iii) result in the exercisability of any right to purchase or acquire any material asset of Parent or any of its Subsidiariesaffected, except, in the case of clause clauses (iix) and (y), for such violationsconflict, conflictsviolation or default that, lossesindividually or in the aggregate, defaults, terminations, cancellations, accelerations or Liens that have has not had and would not reasonably be expected to have, individually or in the aggregate, have a Parent Material Adverse Effect. (i) The affirmative vote (in person or by proxy) of the holders of a majority of the aggregate voting power present at the Parent Stockholder Meeting or any adjournment or postponement thereof to approve the Parent Stock Issuance (the “Parent Stock Issuance Approval”) and (ii) the affirmative vote (in person or by proxy) of the holders of a majority of the outstanding shares of Parent Common Stock entitled to vote on the adoption of the Charter Amendment (the “Parent Charter Approval” and, collectively with the Parent Stock Issuance Approval, the “Parent Stockholder Approval”)) are the only votes or approvals of the holders of any class or series of the capital stock of Parent necessary to approve the Parent Stock Issuance, adopt the Charter Amendment and approve and consummate the transactions contemplated by this Agreement. (d) The Board of Directors of Parent has unanimously (i) determined that this Agreement and the transactions contemplated by this Agreement are in the best interests of Parent and its stockholders, (ii) approved and declared advisable this Agreement, the Charter Amendment and the Parent Stock Issuance and (iii) resolved to submit the Charter Amendment and the Parent Stock Issuance to a vote of Parent’s stockholders and recommend the adoption of the Charter Amendment and approval of the Parent Stock Issuance.

Authority; Noncontravention; Voting Requirements. (a) Each of Parent and Merger Sub The Company has all necessary entity corporate power and corporate authority to execute and deliver this Agreement and to perform its obligations hereunder and, assuming the representations and warranties set forth in Section 4.11 are true and correct and subject to the receipt of the Company Stockholder Approval, to consummate the transactions contemplated by this Agreement, subject to obtaining the Parent Stockholder Approval in the case of ParentTransactions. The execution, delivery and performance by Parent and Merger Sub the Company of this Agreement, and the consummation by it of the transactions contemplated by this AgreementTransactions, have been duly authorized and approved by Merger Sub and Parent, as its sole member, and by the Board of Directors of Parent, and, except for obtaining the Parent Company Stockholder Approval in and filing the case Certificate of ParentMerger with the Secretary of State pursuant to the DGCL, no other entity corporate action on the part of Parent and Merger Sub the Company is necessary to authorize the execution, delivery and performance by Parent and Merger Sub the Company of this Agreement and the consummation by it of the transactions contemplated by this AgreementTransactions. This Agreement has been duly executed and delivered by Parent and Merger Sub the Company and, assuming due authorization, execution and delivery of this Agreement hereof by the other parties hereto hereto, constitutes a legal, valid and binding obligation of each of Parent and Merger Subthe Company, enforceable against each of them the Company in accordance with its terms; provided , except that the such enforceability thereof (i) may be limited by (i) applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar Laws of general application affecting or similar laws from time relating to time in effect affecting the enforcement of creditors’ rights and remedies generally and by (ii) is subject to general principles of equity (regardless of equity, whether such principles are considered in a proceeding at law or in equity or at law) (the “Bankruptcy and (ii) public policy, applicable law relating to fiduciary duties and indemnification and an implied covenant of good faith and fair dealingEquity Exception”). (b) Neither The Board of Directors of the execution Company, at a meeting duly called and held, adopted resolutions (i) approving and declaring advisable and in the best interests of the Company and its stockholders, the Merger and the execution, delivery and performance by the Company of this Agreement by Parent and Merger Sub, nor the consummation by Parent and Merger Sub of the transactions contemplated by this Agreement, nor compliance by Parent and Merger Sub with any of the terms or provisions of this Agreement, will (i) assuming the Parent Stockholder Approval is obtained, conflict with or violate any provision of the Parent’s certificate of incorporation and by-laws or any of the Organizational Documents of Parent’s material SubsidiariesTransactions, (ii) assuming directing that the authorizations, consents and approvals referred Company submit the adoption of this Agreement to in Section 4.4 and the Parent Stockholder Approval are obtained and the filings referred to in Section 4.4 are made, (x) violate any Law, judgment, writ or injunction of any Governmental Authority applicable to Parent or any of its Subsidiaries or any of their respective properties or assets, or (y) violate, conflict with, result in the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute vote at a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of, Parent or any of its Subsidiaries under, any of the terms, conditions or provisions of any Contract or Permit to which Parent or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected or (iii) result in the exercisability of any right to purchase or acquire any material asset of Parent or any of its Subsidiaries, except, in the case of clause (ii), for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations or Liens that have not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (i) The affirmative vote (in person or by proxy) meeting of the holders of a majority Company Common Stock in accordance with the terms of this Agreement and (iii) recommending that the holders of the aggregate voting power present at the Parent Stockholder Meeting or any adjournment or postponement thereof to approve the Parent Company Common Stock Issuance adopt this Agreement (such recommendation, the “Parent Stock Issuance ApprovalCompany Board Recommendation”), which resolutions have not, except after the date hereof as permitted by Section 5.02, been subsequently rescinded, modified or withdrawn. (c) and (ii) the The affirmative vote (in person or by proxy) of the holders of a majority of the outstanding shares of Parent Company Common Stock entitled to vote on the adoption of the Charter Amendment thereon, voting together as a single class (the “Parent Charter Approval” and, collectively with the Parent Stock Issuance Approval, the “Parent Company Stockholder Approval”)) are , at the Company Stockholders’ Meeting or any adjournment or postponement thereof, is the only votes or approvals vote of the holders of any class or series of the capital stock of Parent the Company necessary to adopt this Agreement and approve the Parent Stock Issuance, adopt the Charter Amendment and approve and consummate the transactions contemplated by this AgreementTransactions. (d) The Board Neither the execution and delivery of Directors this Agreement by the Company, nor the consummation by the Company of Parent has unanimously the Transactions, nor performance or compliance by the Company with any of the terms or provisions hereof, will (i) determined that this Agreement and subject to the transactions contemplated by this Agreement are in receipt of the best interests Company Stockholder Approval, conflict with or violate any provision (A) of Parent and its stockholdersthe Company Charter Documents or (B) of the similar organizational documents of any of the Company’s Subsidiaries, (ii) approved assuming that the authorizations, consents and declared advisable this Agreement, the Charter Amendment approvals referred to in Section 3.04 and the Parent Stock Issuance Company Stockholder Approval are obtained prior to the Effective Time and the filings referred to in Section 3.04 are made and any waiting periods thereunder have terminated or expired prior to the Effective Time, violate any Law or Judgment applicable to the Company or any of its Subsidiaries, (iii) resolved to submit the Charter Amendment and the Parent Stock Issuance violate or constitute a breach of or default (with or without notice or lapse of time, or both) under, or give rise to a vote right of Parent’s stockholders and recommend termination, modification, or cancelation of any obligation or to the adoption loss of any benefit under any of the Charter Amendment and approval terms or provisions of any loan or credit agreement, indenture, debenture, note, bond, mortgage, deed of trust, lease, sublease, license, contract or other agreement (each, a “Contract”) to which the Company or any of its Subsidiaries is a party or accelerate the Company’s or, if applicable, any of its Subsidiaries’ obligations under any such Contract or (iv) result in the creation of any Lien (other than Permitted Lien) on any properties or assets of the Parent Stock IssuanceCompany or any of its Subsidiaries, except, in the case of clauses (i)(B), (ii), (iii) and (iv), as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Authority; Noncontravention; Voting Requirements. (a) Each of Parent and Merger Sub The Company has all necessary entity corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated by this Agreementand, subject to obtaining the Parent Company Stockholder Approval in Approval, to perform its obligations hereunder and to consummate the case of ParentTransactions. The execution, delivery and performance by Parent and Merger Sub the Company of this Agreement, and the consummation by it of the transactions contemplated by this AgreementTransactions, have been duly authorized and approved by Merger Sub and Parent, as its sole memberBoard of Directors, and by the Board of Directors of Parent, and, except for obtaining the Parent Company Stockholder Approval in for the case adoption of Parentthis Agreement, no other entity corporate action on the part of Parent and Merger Sub the Company is necessary to authorize the execution, delivery and performance by Parent and Merger Sub the Company of this Agreement and the consummation by it of the transactions contemplated by this AgreementTransactions. This Agreement has been duly executed and delivered by Parent and Merger Sub the Company and, assuming due authorization, execution and delivery of this Agreement hereof by the other parties hereto hereto, constitutes a legal, valid and binding obligation of each of Parent and Merger Subthe Company, enforceable against each of them the Company in accordance with its terms; provided , except that the such enforceability thereof (i) may be limited by (i) applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or and other similar laws from time of general application affecting or relating to time in effect affecting the enforcement of creditors’ rights and remedies generally and by (ii) is subject to general principles of equity (regardless of equity, whether such principles are considered in a proceeding at law or in equity or (the “Bankruptcy and Equity Exception”). (b) The Company’s Board of Directors, at lawa meeting duly called and held, has unanimously (i) approved and declared advisable this Agreement and the Transactions, including the Merger, and (ii) public policy, applicable law relating resolved to fiduciary duties and indemnification and an implied covenant recommend that stockholders of good faith and fair dealingthe Company adopt this Agreement. (bc) Neither the execution and delivery of this Agreement by Parent and Merger Sub, the Company nor the consummation by Parent and Merger Sub the Company of the transactions contemplated by this AgreementTransactions, nor compliance by Parent and Merger Sub the Company with any of the terms or provisions of this Agreementhereof, will (i) assuming the Parent Stockholder Approval is obtained, conflict with or violate any provision of the Parent’s certificate of incorporation and by-laws Company Charter Documents or any of the Organizational Subsidiary Documents of Parent’s material Subsidiaries, or (ii) assuming that the authorizations, consents and approvals referred to in Section 4.4 3.4 (including Section 3.4 of the Company Disclosure Schedule) and the Parent Company Stockholder Approval are obtained and obtained, the filings referred to in Section 4.4 3.4 (including Section 3.4 of the Company Disclosure Schedule) are mademade and any waiting periods under such filings have been terminated or expired, (x) violate any Law, judgment, writ or injunction of any Governmental Authority applicable to Parent the Company or any of its Subsidiaries or any of their respective properties or assets, or (y) violate, conflict with, result in the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of, Parent the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any Contract loan or Permit credit agreement, debenture, note, bond, mortgage, indenture, deed of trust, license, lease, contract or other agreement, instrument or obligation (each, a “Contract”) or Permit, to which Parent the Company or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected or (iii) result in the exercisability of any right to purchase or acquire any material asset of Parent or any of its Subsidiaries, except, in the case of clause clauses (iix) and (y), for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations or Liens that have not had and would not reasonably be expected to havethat, individually or in the aggregate, are not, or would not reasonably be expected to be, material to the Company and its Subsidiaries, taken as a Parent Material Adverse Effectwhole. (id) The affirmative vote (in person or by proxy) of the holders of a majority of the aggregate voting power present at the Parent Stockholder Meeting or any adjournment or postponement thereof to approve the Parent Stock Issuance (the “Parent Stock Issuance Approval”) and (ii) the affirmative vote (in person or by proxy) of the holders of a majority of the outstanding shares of Parent Company Common Stock entitled to vote on at the Company Stockholders Meeting or any adjournment or postponement thereof in favor of the adoption of the Charter Amendment this Agreement (the “Parent Charter Approval” and, collectively with the Parent Stock Issuance Approval, the “Parent Company Stockholder Approval”)) are is the only votes vote or approvals approval of the holders of any class or series of the capital stock of Parent the Company or any of its Subsidiaries which is necessary to approve the Parent Stock Issuance, adopt the Charter Amendment and approve and consummate the transactions contemplated by this Agreement. (d) The Board of Directors of Parent has unanimously (i) determined that this Agreement and approve the transactions contemplated by this Agreement are in the best interests of Parent and its stockholders, (ii) approved and declared advisable this Agreement, the Charter Amendment and the Parent Stock Issuance and (iii) resolved to submit the Charter Amendment and the Parent Stock Issuance to a vote of Parent’s stockholders and recommend the adoption of the Charter Amendment and approval of the Parent Stock IssuanceTransactions.

Authority; Noncontravention; Voting Requirements. (a) Each of Parent and Merger Sub the MLP Entities has all necessary entity power and authority to execute and deliver this Agreement and to consummate the transactions contemplated by this Agreementhereby, subject to obtaining the Parent Stockholder Approval in the case of ParentMLP Unitholder Approval. The execution, delivery and performance by Parent and Merger Sub the MLP Entities of this Agreement, and the consummation of the transactions contemplated by this Agreementhereby, have been duly authorized and approved by Merger Sub the MLP GP Board, which, at a meeting duly called and Parentheld, as its sole memberhas unanimously (i) approved and declared advisable this Agreement and the transactions contemplated hereby and (ii) resolved to submit the Agreement to a vote of the Limited Partners of MLP and to recommend adoption of this Agreement by the Limited Partners of MLP, and by the Board of Directors of Parent, and, except for obtaining the Parent Stockholder MLP Unitholder Approval in for the case adoption of Parentthis Agreement, and consummation of the transactions contemplated hereby, no other entity action on the part of Parent and Merger Sub the MLP Entities is necessary to authorize the execution, delivery and performance by Parent and Merger Sub the MLP Entities of this Agreement and the consummation of the transactions contemplated by this Agreementhereby. This Agreement has been duly executed and delivered by Parent and Merger Sub the MLP Entities and, assuming due authorization, execution and delivery of this Agreement by the other parties hereto hereto, constitutes a legal, valid and binding obligation of each of Parent and Merger Subthe MLP Entities, enforceable against each of them in accordance with its terms; provided that the enforceability thereof may be limited by (i) applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar laws from time to time in effect affecting 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) and (ii) public policy, applicable law relating to fiduciary duties and indemnification and an implied covenant of good faith and fair dealing. (b) Neither the execution and delivery of this Agreement by Parent and Merger Sub, the MLP Entities nor the consummation by Parent and Merger Sub the MLP Entities of the transactions contemplated by this Agreementhereby, nor compliance by Parent and Merger Sub the MLP Entities with any of the terms or provisions of this Agreement, will (i) assuming the Parent Stockholder Approval is obtained, conflict with or violate any provision of the Parent’s certificate of incorporation and by-laws MLP Charter Documents or any of the Organizational Documents of Parent’s material SubsidiariesMLP Subsidiary Documents, (ii) assuming that the authorizations, consents and approvals referred to in Section 4.4 3.4 and the Parent Stockholder MLP Unitholder Approval are obtained and the filings referred to in Section 4.4 3.4 are made, (x) violate any Law, judgment, writ or injunction of any Governmental Authority applicable to Parent MLP or any of its Subsidiaries or any of their respective properties or assets, or (y) violate, conflict with, result in the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of, Parent MLP or any of its Subsidiaries under, under any of the terms, conditions or provisions of any Contract loan or credit agreement, debenture, note, bond, mortgage, indenture, deed of trust, license, lease, contract or other agreement, instrument or obligation (each, a “Contract”) or MLP Permit (including any Environmental Permit) to which Parent MLP or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected or (iii) result in the exercisability of any right to purchase or acquire any material asset of Parent MLP or any of its Subsidiaries, except, in the case of clause clauses (iiii)(x) and (ii)(y), for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations or Liens that have not had and would not reasonably be expected to haveas, individually or in the aggregate, a Parent would not reasonably be expected to have an MLP Material Adverse Effect. (ic) The affirmative vote (in person or by proxy) consent of the holders of a majority of the aggregate voting power present Unit Majority at the Parent Stockholder MLP Unitholders Meeting or any adjournment or postponement thereof to approve in favor of the Parent Stock Issuance adoption of this Agreement and the transactions contemplated hereby (the “Parent Stock Issuance MLP Unitholder Approval”) and (ii) the affirmative vote (in person or by proxy) of the holders of a majority of the outstanding shares of Parent Common Stock entitled to vote on the adoption of the Charter Amendment (the “Parent Charter Approval” and, collectively with the Parent Stock Issuance Approval, the “Parent Stockholder Approval”)) are is the only votes vote or approvals approval of the holders of any class or series of the Partnership Interests or other partnership interests, equity interests or capital stock of Parent MLP or any of its Subsidiaries which is necessary to approve the Parent Stock Issuance, adopt the Charter Amendment and approve and consummate the transactions contemplated by this Agreement. (d) The Board of Directors of Parent has unanimously (i) determined that this Agreement and the transactions contemplated by this Agreement are in the best interests of Parent and its stockholders, (ii) approved and declared advisable this Agreement, the Charter Amendment and the Parent Stock Issuance and (iii) resolved to submit the Charter Amendment and the Parent Stock Issuance to a vote of Parent’s stockholders and recommend the adoption of the Charter Amendment and approval of the Parent Stock Issuancehereby.

Authority; Noncontravention; Voting Requirements. (a) Each of Parent and Merger Sub The Company has all necessary entity corporate power and corporate authority to execute and deliver this Agreement and the Related Agreements and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated by this Agreement, subject to obtaining the Parent Stockholder Approval in the case of ParentTransactions. The execution, delivery and performance by Parent and Merger Sub the Company of this AgreementAgreement and the Related Agreements, and the consummation by it of the transactions contemplated by this AgreementTransactions, have been duly authorized and approved by Merger Sub and Parent, as its sole member, and by the Board of Directors of ParentBoard, and, except for obtaining filing the Parent Stockholder Approval in Certificates of Amendment with the case Secretary of ParentState of the State of Delaware pursuant to the DGCL, no other entity corporate action on the part of Parent and Merger Sub the Company or its stockholders is necessary to authorize the execution, delivery and performance by Parent and Merger Sub the Company of this Agreement and the Related Agreements and the consummation by it of the transactions contemplated by this AgreementTransactions. This Agreement has been and the Related Agreements will be on the Closing Date, duly executed and delivered by Parent and Merger Sub the Company and, assuming due authorization, execution and delivery of hereof and thereof by each Investor, this Agreement by constitutes, and the other parties hereto constitutes Related Agreements will on the Closing Date constitute, a legal, valid and binding obligation of each of Parent and Merger Subthe Company, enforceable against each of them the Company in accordance with its terms; provided , except that the such enforceability thereof (i) may be limited by (i) applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar Laws of general application affecting or similar laws from time relating to time in effect affecting the enforcement of creditors’ rights and remedies generally and by (ii) is subject to general principles of equity (regardless of equity, whether such principles are considered in a proceeding at law or in equity or at law) (the “Bankruptcy and (ii) public policy, applicable law relating to fiduciary duties and indemnification and an implied covenant of good faith and fair dealingEquity Exception”). (b) Neither the execution and delivery of this Agreement nor any of the Related Agreements by Parent and Merger Subthe Company, nor the consummation by Parent and Merger Sub the Company of the transactions contemplated by this AgreementTransactions, nor performance or compliance by Parent and Merger Sub the Company with any of the terms or provisions of this Agreementhereof or thereof, will (i) assuming the Parent Stockholder Approval is obtained, conflict with or violate any provision of (A) the Parent’s certificate Company Charter Documents or (B) any similar organizational documents of incorporation and by-laws or any of the Organizational Documents of ParentCompany’s material Subsidiaries, Subsidiaries or (ii) assuming that the authorizations, consents and approvals referred to in Section 4.4 and the Parent Stockholder Approval 3.04 are obtained prior to the Closing Date and the filings referred to in Section 4.4 3.04 are mademade and any waiting periods thereunder have terminated or expired prior to the Closing Date, (x) except as set forth in Section 3.03(b) of the Company Disclosure Letter, violate or constitute a default (or constitute an event which, with notice or lapse of time or both, would constitute a violation or default) under any of the terms, conditions or provisions of any loan or credit agreement, debenture, note, bond, mortgage, indenture, deed of trust, lease, sublease, license, contract or other agreement, instrument, arrangement or understanding (each, a “Contract”) to which the Company or any of its Subsidiaries is a party or accelerate any obligations or rights under or give a right of termination of (whether or not with notice, lapse of time or both) any such Contract, (y) violate any Law, judgment, writ or injunction of any Governmental Authority Entity applicable to Parent the Company or any of its Subsidiaries or any of their respective properties or assets, or (yz) violate, conflict with, result in the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon on any of the respective properties or assets of, Parent or any of its Subsidiaries under, any of the terms, conditions or provisions of any Contract or Permit to which Parent or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected or (iii) result in the exercisability of any right to purchase or acquire any material asset of Parent Company or any of its Subsidiaries, except, in the case of clause (ii), for such violationsas, conflictsindividually or in the aggregate, losses, defaults, terminations, cancellations, accelerations or Liens that have not had and would not reasonably be expected to have, individually or in the aggregate, have a Parent Material Adverse Effect. (ic) The affirmative vote (in person No vote, consent or by proxy) approval of the holders of a majority stockholders of the aggregate voting power present at Company is required under applicable Law, the Parent Stockholder Meeting Company Charter Documents or under any adjournment or postponement thereof to approve Contract between the Parent Stock Issuance (the “Parent Stock Issuance Approval”) Company and (ii) the affirmative vote (in person or by proxy) any stockholder of the holders of a majority of Company, to authorize or approve this Agreement or the outstanding shares of Parent Common Stock entitled to vote on the adoption of the Charter Amendment (the “Parent Charter Approval” andTransactions, collectively with the Parent Stock Issuance Approvalin each case other than any such vote, the “Parent Stockholder Approval”)) are the only votes or approvals of the holders of any class or series of the capital stock of Parent necessary to approve the Parent Stock Issuance, adopt the Charter Amendment consent and approve and consummate the transactions contemplated by this Agreementapproval which has been obtained. (d) The Board Subsidiaries of Directors the Company have all necessary corporate or other power and authority to execute and deliver the Real Estate Reorganization Documents and to perform their respective obligations thereunder and to consummate the Real Estate Reorganization. The execution, delivery and performance by the Subsidiaries of Parent has unanimously the Company of the Real Estate Reorganization Documents, and the consummation by the Subsidiaries of the Company of the Real Estate Reorganization, have been duly authorized and approved by their respective board of directors and/or members or stockholders (as applicable), and no other corporate action on the part of the Subsidiaries of the Company or their respective direct or indirect members or stockholders (as applicable) is necessary to authorize the execution, delivery and performance by the Subsidiaries of the Company of the Real Estate Reorganization Documents and the consummation by the Subsidiaries of the Company of the Real Estate Reorganization. The Real Estate Reorganization Documents will be on the Closing Date, duly executed and delivered by the Subsidiaries of the Company and, assuming due authorization, execution and delivery hereof and thereof by the other parties thereto, will on the Closing Date constitute, a legal, valid and binding obligation of the Subsidiaries of the Company, subject, as to enforceability, to the Bankruptcy and Equity Exceptions. Neither the execution and delivery of the Real Estate Reorganization Documents by the Subsidiaries of the Company, nor the consummation by the Subsidiaries of the Company of the Real Estate Reorganization, nor performance or compliance by the Subsidiaries of the Company with any of the terms or provisions thereof, will (i) determined that this Agreement and conflict with or violate any provision of the transactions contemplated by this Agreement are in organizational documents of any of the best interests of Parent and its stockholders, Company’s Subsidiaries or (ii) approved and declared advisable this Agreement, the Charter Amendment and the Parent Stock Issuance and (iiix) resolved to submit the Charter Amendment and the Parent Stock Issuance to a vote of Parent’s stockholders and recommend the adoption except as set forth in Section 3.03(d) of the Charter Amendment and approval Company Disclosure Letter, violate or constitute a default (or constitute an event which, with notice or lapse of time or both, would constitute a violation or default) under any Contract to which the Subsidiaries of the Parent Stock IssuanceCompany is a party or accelerate any obligations or rights under or give a right of termination of (whether or not with notice, lapse of time or both) any such Contract, (y) violate any Law, judgment, writ or injunction of any Governmental Entity applicable to the Subsidiaries of the Company or (z) result in the creation of any Lien on any properties or assets of the Subsidiaries of the Company.

Authority; Noncontravention; Voting Requirements. (a) Each of Parent and Merger Sub has all necessary entity corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated by this Agreementperform its obligations hereunder and, subject to obtaining the Parent Stockholder Approval in Merger Sub Shareholder Approval, to consummate the case of ParentTransactions. The execution, delivery and performance by Parent Xxxxxx and Merger Xxxxxx Sub of this Agreement, Agreement and the consummation by Xxxxxx and Xxxxxx Sub of the transactions contemplated by this AgreementTransactions, have been duly unanimously authorized and approved by each of the Parent Managing Member and the Merger Sub and ParentBoard, as its sole member, and by the Board of Directors of Parentapplicable, and, except for filing the Certificate of Merger with the Secretary of State pursuant to the DGCL and obtaining the Merger Sub Shareholder Approval (which approval shall be provided by the written consent of Parent Stockholder Approval as promptly as practicable following the execution of this Agreement (and in the case of Parentany event within 24 hours)) and Governmental Approvals, no other entity action (including any stockholder vote or other action) on the part of Parent and or Merger Sub is necessary to authorize the execution, delivery and performance by Parent Xxxxxx and Merger Sub of this Agreement and the consummation by Xxxxxx and Merger Sub of the transactions contemplated by this AgreementTransactions. This Agreement has been duly and validly executed and delivered by Parent Xxxxxx and Merger Xxxxxx Sub and, assuming due authorization, execution and delivery of this Agreement hereof by the other parties hereto Company, constitutes a legal, valid and binding obligation of each of Parent and Merger Sub, enforceable against each of them in accordance with its terms; provided , except that the such enforceability thereof may be limited by and is subject to the Bankruptcy and Equity Exception. (b) The Parent Managing Member has, and the Merger Sub Board has unanimously, (i) applicable bankruptcydetermined that this Agreement and the Transactions, insolvencyincluding the Merger, fraudulent transferon the terms and subject to the conditions set forth herein, reorganizationare advisable, moratorium or similar laws from time fair to time and in effect affecting creditors’ rights the best interest of, Parent and remedies generally and by general principles of equity (regardless of whether such principles are considered in a proceeding in equity or at law) Merger Sub and (ii) public policyadopted resolutions that have approved and declared advisable this Agreement and the Transactions, applicable law relating to fiduciary duties and indemnification and an implied covenant and, as of good faith and fair dealingthe date of this Agreement, such resolutions have not been subsequently rescinded, modified or withdrawn in any way. (bc) Neither the execution and delivery of this Agreement by Parent and Merger Sub, nor the consummation by Parent and or Merger Sub of the transactions contemplated by this AgreementTransactions, nor performance or compliance by Parent and or Merger Sub with any of the terms or provisions of this Agreementhereof, will (i) assuming the Parent Stockholder Approval is obtained, conflict with or violate any provision of the Parent’s certificate certificates or articles of incorporation and incorporation, memorandum of association, by-laws or other comparable charter or organizational documents of (A) Parent or Merger Sub or (B) any of the Organizational Documents of Parent’s material Subsidiaries, other Subsidiaries or (ii) assuming that the authorizationsGovernmental Approvals and, consents and approvals referred to in Section 4.4 and the Parent Stockholder case of Merger Sub, the Merger Sub Shareholder Approval are obtained and obtained, the filings referred to in Section 4.4 4.03 are mademade and any waiting periods thereunder have terminated or expired, in each case prior to the Effective Time, (xA) violate any Law, judgment, writ or injunction of any Governmental Authority Law applicable to Parent or any of its Subsidiaries Merger Sub, (B) violate or any of their respective properties or assets, or (y) violate, conflict with, result in the loss of any benefit under, constitute a default under (with or an event whichwithout notice, with notice or lapse of time, time or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of, Parent or any of its Subsidiaries under, any of the terms, conditions or provisions of any Contract to which Parent or Permit any of its Subsidiaries, as applicable, are bound or give rise to any right to terminate, cancel, amend, modify or accelerate Parent’s or, if applicable, any of its Subsidiaries’, rights or obligations under any such Contract, (C) give rise to any right of first refusal, preemptive right, tag-along right, transfer right or other similar right of any other party to a Contract to which Parent or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected or (iiiD) result in the exercisability creation of any right to purchase Lien on any properties or acquire any material asset assets of Parent or any of its Subsidiaries, except, in the case of clause clauses (i)(B), (i)(C) and (ii), for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations or Liens that have not had and as would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. (id) The affirmative vote Merger Sub Shareholder Approval (in person or which approval shall be provided by proxy) of the holders of a majority of the aggregate voting power present at the Parent Stockholder Meeting or any adjournment or postponement thereof to approve the Parent Stock Issuance (the “Parent Stock Issuance Approval”) and (ii) the affirmative vote (in person or by proxy) of the holders of a majority of the outstanding shares written consent of Parent Common Stock entitled to vote on the adoption of the Charter Amendment (the “Parent Charter Approval” and, collectively with the Parent Stock Issuance Approval, the “Parent Stockholder Approval”)as contemplated by Section 5.11) are is the only votes vote or approvals approval of the holders of any class or series of the capital stock shares of Parent Merger Sub that is necessary to approve the Parent Stock Issuance, adopt the Charter Amendment and approve and consummate the transactions contemplated by this Agreement. (d) The Board of Directors of Parent has unanimously (i) determined that this Agreement and the transactions contemplated by this Agreement are Merger. (e) Assuming the accuracy of the representations and warranties of the Company set forth in Section 3.02, as of the best interests date of Parent and its stockholdersthe delivery of the Stockholder Consent, (i) the Specified Holders own a majority of the Class A Shares outstanding as of such time, (ii) approved the Specified Holders own a majority of (A) the Class B Shares outstanding as of such time and declared advisable this Agreement, (B) the Charter Amendment and Class B Shares held by the Parent Stock Issuance stockholders party to the Stockholders Agreement as of such time and (iii) resolved to submit the Charter Amendment and the Parent Stock Issuance to Specified Holders own a vote of Parent’s stockholders and recommend the adoption majority of the Charter Amendment and approval Common Shares outstanding as of the Parent Stock Issuancesuch time.

Authority; Noncontravention; Voting Requirements. (a) Each of Parent and Merger Sub the MLP Entities has all necessary entity power and authority to execute and deliver this Agreement and to consummate the transactions contemplated by this Agreementhereby, including the Merger and the GP Merger, subject to obtaining the Parent Stockholder MLP Unitholder Approval in for the case of ParentMerger. The execution, delivery and performance by Parent and Merger Sub the MLP Entities of this Agreement, and the consummation of the transactions contemplated by this Agreementhereby, including the Merger and the GP Merger, have been duly authorized and approved by the MLP Managing GP Board, which, at a meeting duly called and held, has, on behalf of MLP and MLP GP, (i) approved and declared advisable this Agreement and the transactions contemplated hereby, including the Merger Sub and Parent, as its sole memberthe GP Merger, and (ii) resolved to submit the Agreement to a vote of the MLP Limited Partners and limited partners of MLP GP and to recommend adoption of this Agreement by the Board of Directors of ParentMLP Limited Partners, and, and except for obtaining the Parent Stockholder MLP Unitholder Approval in for the case adoption of Parentthis Agreement, and consummation of the transactions contemplated hereby, no other entity action on the part of Parent and Merger Sub the MLP Entities is necessary to authorize the execution, delivery and performance by Parent and Merger Sub the MLP Entities of this Agreement and the consummation of the transactions contemplated by hereby, including the Merger and the GP Merger. The limited partners of MLP GP have unanimously approved the adoption of this AgreementAgreement and the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by Parent and Merger Sub the MLP Entities and, assuming due authorization, execution and delivery of this Agreement by the other parties hereto hereto, constitutes a the legal, valid and binding obligation of each of Parent and Merger Subthe MLP Entities, enforceable against each of them in accordance with its terms; provided that the enforceability thereof may be limited by (i) applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar laws from time to time in effect affecting 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) and (ii) public policy, applicable law relating to fiduciary duties and indemnification and an implied covenant of good faith and fair dealing. (b) Neither the execution and delivery of this Agreement by Parent and Merger Sub, the MLP Entities nor the consummation by Parent and Merger Sub the MLP Entities of the transactions contemplated by this Agreementhereby, nor compliance by Parent and Merger Sub the MLP Entities with any of the terms or provisions of this Agreement, will (i) assuming that the Parent Stockholder MLP Unitholder Approval is obtained, conflict with or violate any provision of the Parent’s certificate of incorporation and by-laws MLP Charter Documents, the MLP GP Charter Documents, the MLP Managing GP Charter Documents or any of the Organizational Documents of Parent’s material SubsidiariesMLP Subsidiary Documents, (ii) assuming that the authorizations, consents and approvals referred to in Section 4.4 3.4 and the Parent Stockholder MLP Unitholder Approval are obtained and the filings referred to in Section 4.4 3.4 are made, (x) violate any Law, judgment, writ or injunction of any Governmental Authority applicable to Parent MLP or any of its Subsidiaries or any of their respective properties or assets, or (y) violate, conflict with, result in the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of, Parent MLP or any of its Subsidiaries under, under any of the terms, conditions or provisions of any Contract loan or credit agreement, debenture, note, bond, mortgage, indenture, deed of trust, license, lease, contract or other agreement, instrument or obligation (each, a “Contract”) or MLP Permit (including any Environmental Permit) to which Parent MLP or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected or (iii) result in the exercisability of any right to purchase or acquire any material asset of Parent MLP or any of its Subsidiaries, except, in the case of clause clauses (iiii)(x) and (ii)(y), for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations or Liens that have not had and would not reasonably be expected to haveas, individually or in the aggregate, a Parent would not reasonably be expected to have an MLP Material Adverse Effect. (ic) The affirmative vote (in person or by proxy) consent of the holders of a majority of the aggregate voting power present Unit Majority at the Parent Stockholder MLP Unitholders Meeting or any adjournment or postponement thereof to approve in favor of the Parent Stock Issuance adoption of this Agreement and the transactions contemplated hereby (the “Parent Stock Issuance MLP Unitholder Approval”) and (ii) the affirmative vote (in person or by proxy) of the holders of a majority of the outstanding shares of Parent Common Stock entitled to vote on the adoption of the Charter Amendment (the “Parent Charter Approval” and, collectively with the Parent Stock Issuance Approval, the “Parent Stockholder Approval”)) are is the only votes vote or approvals approval of the holders of any class or series of the MLP Partnership Interests or other partnership interests, equity interests or capital stock of Parent MLP or any of its Subsidiaries which is necessary to approve the Parent Stock Issuance, adopt the Charter Amendment and approve and consummate the transactions contemplated by this Agreement. (d) The Board of Directors of Parent has unanimously (i) determined that this Agreement and the transactions contemplated by this Agreement are in the best interests of Parent and its stockholders, (ii) approved and declared advisable this Agreement, the Charter Amendment and the Parent Stock Issuance and (iii) resolved to submit the Charter Amendment and the Parent Stock Issuance to a vote of Parent’s stockholders and recommend the adoption of the Charter Amendment and approval of the Parent Stock Issuancehereby.

Authority; Noncontravention; Voting Requirements. (a) Each of Parent and Merger Sub Liberty has all necessary entity corporate power and authority to execute and deliver this Agreement and each other Transaction Agreement to consummate the transactions contemplated by this Agreementwhich it is a party, and, subject to obtaining the Parent Liberty Stockholder Approval in Approval, to perform its obligations hereunder and thereunder, and to consummate the case of ParentTransactions. The execution, delivery and performance by Parent and Merger Sub Liberty of this AgreementAgreement and each other Transaction Agreement to which it is a party, and the consummation by it of the transactions contemplated by this AgreementTransactions, have been duly authorized and approved by Liberty’s Board of Directors, and subject to the effectiveness of the Liberty Stockholder Approval, SplitCo Stockholder Consent, Merger Sub Member Consent and Parent, as its sole member, and by the Board of Directors of Parent, and, except for obtaining the Parent Sirius Stockholder Approval in the case of ParentConsent, no other entity corporate action on the part of Parent and Merger Sub Liberty is necessary to authorize the execution, delivery and performance by Parent and Merger Sub Liberty of this Agreement and each other Transaction Agreement to which it is a party and the consummation by it of the transactions contemplated by this AgreementTransactions. This Agreement and each other Transaction Agreement to which it is a party has been duly executed and delivered by Parent and Merger Sub Liberty and, assuming due authorization, execution and delivery of this Agreement hereof by the other parties hereto and thereto, constitutes a legal, valid and binding obligation of each of Parent and Merger SubLiberty, enforceable against each of them Liberty in accordance with its each of their respective terms; provided , except that the such enforceability thereof (i) may be limited by (i) applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar Laws of general application affecting or similar laws from time relating to time in effect affecting the enforcement of creditors’ rights and remedies generally and by (ii) is subject to general principles of equity (regardless of equity, whether such principles are considered in a proceeding at Law or in equity or at law) (the “Bankruptcy and (ii) public policy, applicable law relating to fiduciary duties and indemnification and an implied covenant of good faith and fair dealingEquity Exception”). (b) Neither Except as set forth in Section 3.3(b) of the Liberty Disclosure Schedule, neither the execution and delivery of this Agreement or any of the other Transaction Agreements to which it is a party by Parent and Merger Sub, Liberty nor the consummation by Parent and Merger Sub Liberty of the transactions contemplated by this AgreementTransactions, nor compliance by Parent and Merger Sub Liberty with any of the terms or provisions of this AgreementAgreement or any of the other Transaction Agreements to which it is a party, will will: (i) assuming the Parent Stockholder Approval is obtained, conflict with or violate any provision of the Parent’s certificate of incorporation and by-laws or any of the Organizational Documents of Parent’s material Subsidiaries, Liberty Charter Documents; (ii) assuming that the authorizations, consents and approvals referred to in Section 4.4 and the Parent Stockholder Approval are obtained and the filings referred to in Section 4.4 are made, (x) violate any Law, judgment, writ or injunction of any Governmental Authority applicable to Parent or any of its Subsidiaries or any of their respective properties or assetsviolate, or (y) violate, conflict with, or result in the loss a breach of any benefit underprovision of, or constitute a change of control or default (or an event whichthat, with notice the giving of notice, the passage of time or lapse of time, or bothotherwise, would constitute a default) under, result in or require any action, consent, waiver or approval of any third party or entitle any Person (with the termination giving of notice, the passage of time or otherwise) to terminate, accelerate, modify or call a default under, or give rise to any obligation to make a payment under, or to any increased, additional or guaranteed rights of any Person under (including any right of termination any security holder to put to or cancellation under, accelerate the performance required byrequire Liberty or any of its Subsidiaries to purchase such securities), or result in the creation of any Lien upon any of the respective properties or assets of, Parent of Liberty or any of its Subsidiaries under(in each case, with respect to Liberty SiriusXM) or under any of the terms, conditions or provisions of any material Contract or Permit to which Parent Liberty or any of its Subsidiaries is a partyparty or pursuant to which any of their respective properties or assets are bound (in each case, with respect to Liberty SiriusXM), except in any such case other than Liberty SiriusXM Indebtedness Agreements for any such conflicts, violations, breaches, defaults or occurrences which would not prevent or materially delay the performance of this Agreement or the other Transaction Agreements by Liberty or the consummation of the Transactions; (iii) assuming the approvals required under Section 3.3(b)(iv) are obtained, violate any order, writ, or by which they injunction, or any decree, or any material Law applicable to Liberty or any of its Subsidiaries, or any of their respective properties or assets may be bound assets; or (iv) require any consent, approval, authorization or affected permit of, or filing with or notification to, any Governmental Authority, except for (iiix) result (A) the filing with the SEC of the registration statement on Form S-4 (as amended or supplemented from time to time, the “Form S-4”) by SplitCo in connection with the issuance of shares of SplitCo Common Stock in the exercisability Split-Off and Merger, which shall contain a prospectus and a proxy statement relating to the Liberty Stockholders Meeting to obtain the Liberty Stockholder Approval (as amended or supplemented from time to time, the “Prospectus / Proxy Statement”), and shall also contain (1) a notice to the stockholders of SiriusXM pursuant to Section 228(e) of the DGCL and (2) a Schedule 14C (Information Statement), in each case, with respect to the SiriusXM Stockholder Consent and Merger), (B) the filing with the SEC of (1) a Form 8-A to register the SplitCo Common Stock, (2) a Form 25 to delist the SiriusXM Common Stock and a Form 15 to terminate the registration of SiriusXM and (3) filings required under Section 16 and Section 13(d) of the Exchange Act in connection with the Transactions, (C) prior to the Split-Off Effective Time, the filing with the Secretary of State of the State of Delaware of the SplitCo A&R Charter, (D) after the Merger Effective Time, the filing of a registration statement on Form S-8 by SplitCo with respect to the shares of SplitCo Common Stock issuable upon exercise of the SiriusXM Stock Options assumed by SplitCo and issuable upon exercise of the SplitCo option awards (as defined in the Reorganization Agreement) and as to which Form S-8 is available, (E) other filings required under, and compliance with other applicable requirements of, the Exchange Act and the rules of Nasdaq, (F) filings by Liberty required under, and compliance with other applicable requirements of, the HSR Act and the rules and regulations promulgated thereunder, and any right similar Laws of foreign jurisdictions and (G) approval of the Transactions under the Communications Act (the “Liberty FCC Approvals”) and (y) where the failure to purchase obtain such consents, approvals, authorizations or acquire any material asset permits, or to make such filings or notifications would not prevent or materially delay the performance of Parent this Agreement or the other Transaction Agreements by Liberty or the consummation of the Transactions. (c) The Board of Directors of Liberty acting by unanimous written consent has (i) approved and declared advisable and in the best interests of Liberty and its stockholders (including the holders of Liberty SiriusXM Common Stock) (A) the Split-Off and the transactions contemplated thereby (including the transactions contemplated by the Reorganization Agreement) and (B) this Agreement, each of the other Transaction Agreements to which Liberty is a party, and the transactions contemplated hereby and thereby (including the Merger and the Transactions), and (ii) resolved to recommend that holders of Series A Liberty SiriusXM Common Stock and Series B Liberty SiriusXM Common Stock, voting together as a separate class, approve the Split-Off (subject to Section 6.4(c)). (d) No Default (as defined in the Liberty SiriusXM Indebtedness Agreements) has occurred and is continuing or Event of Default (as defined in the Liberty SiriusXM Indebtedness Agreements) has occurred, and immediately after giving effect to the Transactions (assuming the actions set forth in Section 3.3(b) of the Liberty Disclosure Schedule have occurred), there shall be no Default or Event of Default, under the Liberty SiriusXM Indebtedness Agreements. Section 3.3(d) of the Liberty Disclosure Schedule sets forth a true and complete list of all indebtedness for borrowed money of Liberty or any of its SubsidiariesSubsidiaries with respect to the SplitCo Business and, exceptas of the date hereof, in the case of clause (ii), for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations or Liens that have not had principal amount thereof and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effectall accrued interest thereon. (ie) The affirmative vote (in person or by proxy) of the holders of record of a majority of the aggregate voting power of the shares of the Series A Liberty SiriusXM Common Stock and Series B Liberty SiriusXM Common Stock, voting together as a separate class, that are present at the Parent Stockholder Meeting or any adjournment or postponement thereof to approve the Parent Stock Issuance (the “Parent Stock Issuance Approval”) and (ii) the affirmative vote (in person or by proxy) of the holders of a majority of the outstanding shares of Parent Common Stock and entitled to vote on at the adoption Liberty Stockholders Meeting or any adjournment or postponement thereof, in favor of the Charter Amendment approval of the Redemption (the “Parent Charter Approval” and, collectively with the Parent Stock Issuance Approval, the “Parent Liberty Stockholder Approval”)) are is the only votes vote or approvals approval of the holders of any class or series of the capital stock of Parent necessary Liberty that is legally required to approve the Parent Stock Issuance, adopt the Charter Amendment and approve and consummate the transactions contemplated by this AgreementTransactions. (d) The Board of Directors of Parent has unanimously (i) determined that this Agreement and the transactions contemplated by this Agreement are in the best interests of Parent and its stockholders, (ii) approved and declared advisable this Agreement, the Charter Amendment and the Parent Stock Issuance and (iii) resolved to submit the Charter Amendment and the Parent Stock Issuance to a vote of Parent’s stockholders and recommend the adoption of the Charter Amendment and approval of the Parent Stock Issuance.

Authority; Noncontravention; Voting Requirements. (a) Each of Parent and Merger Sub has all necessary entity power and authority to execute and deliver this Agreement and to consummate the transactions contemplated by this Agreementand, subject to obtaining the Parent Stockholder Approval in the case of Parent, to consummate the transactions contemplated by this Agreement. The execution, delivery and performance by Parent and Merger Sub of this Agreement, and the consummation of the transactions contemplated by this Agreement, have been duly authorized and approved by each of Merger Sub, NewCo as the sole member of Merger Sub and Parent, as its sole memberand no other entity action on the part of Parent or Merger Sub is necessary to authorize the execution, delivery and performance by the Board Parent or Merger Sub of Directors of Parent, this Agreement and, except for obtaining the Parent Stockholder Approval in the case of Parent, no other entity action on the part of Parent and Merger Sub is necessary to authorize the execution, delivery and performance by Parent and Merger Sub of this Agreement and the consummation of the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by each of Parent and Merger Sub and, assuming due authorization, execution and delivery of this Agreement by the other parties hereto constitutes a legal, valid and binding obligation of each of Parent and Merger Sub, enforceable against each of them in accordance with its terms; provided that the enforceability thereof , except as such enforcement may be limited by (i) applicable bankruptcythe Enforceability Exceptions. The Parent Board has taken all necessary action so that any takeover, insolvencyanti-takeover, fraudulent transfermoratorium, reorganization, moratorium “fair price,” “control share” or similar laws from time Law applicable to time Parent or any of its Subsidiaries (including the restrictions on “business combinations” with an “interested stockholder” (each as defined in effect affecting creditors’ rights Section 203 of the DGCL) under Section 203 of the DGCL) (“Takeover Laws”) do not, and remedies generally will not, apply to this Agreement and by general principles the consummation of equity (regardless of whether such principles are considered in a proceeding in equity or at law) the transactions contemplated this Agreement, including the Merger and (ii) public policy, applicable law relating to fiduciary duties and indemnification and an implied covenant of good faith and fair dealingthe Parent Stock Issuance. (b) Neither the execution and delivery of this Agreement by Parent and Merger Sub, nor the consummation by Parent and Merger Sub of the transactions contemplated by this Agreement, nor compliance by Parent and Merger Sub with any of the terms or provisions of this Agreement, will (i) assuming the Parent Stockholder Approval is obtained, contravene, conflict with or with, violate any provision of, result in any breach of, or require the consent of any Person under, the Parent’s certificate of incorporation and by-laws terms, conditions or any provisions of the Organizational Documents of Parent or any of Parent’s material Subsidiaries, (ii) assuming that the authorizations, consents and approvals referred to in Section 4.4 5.4 and the Parent Stockholder Approval are obtained and the filings referred to in Section 4.4 5.4 are made, (xA) contravene, violate or conflict with any Law, judgment, writ or injunction of any Governmental Authority applicable to Parent or any of its Subsidiaries or any of their respective properties or assets, or (yB) violate, conflict with, result in the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, give rise to a right to receive a change of control payment (or similar payment) under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of, Parent or any of its Subsidiaries under, any of the terms, conditions or provisions of any Contract or Parent Permit to which Parent or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected or (iii) result in the exercisability of any right to purchase or acquire any material asset of Parent or any of its Subsidiaries, except, in the case of clause (ii)) of this sentence, for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations or Liens that have not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (ic) The affirmative vote (in person or by proxy) of the holders of a majority of the aggregate voting power present votes cast at the Parent Stockholder Meeting at which a quorum is present or any adjournment or postponement thereof to approve the Parent Stock Issuance (the “Parent Stock Issuance Approval”) and (ii) the affirmative vote (in person or by proxy) of the holders of a majority of the outstanding shares of Parent Common Stock entitled to vote on the adoption of the Charter Amendment (the “Parent Charter Approval” and, collectively with the Parent Stock Issuance Approval, the “Parent Stockholder Approval”)) are is the only votes or approvals vote of the holders of any class or series of the capital stock of Parent necessary to approve the Parent Stock Issuance, adopt the Charter Amendment Issuance and approve and consummate the transactions contemplated by this Agreement. (d) The Board of Directors of Parent Board, at a meeting duly called and held, has unanimously (i) determined that it is in the best interests of Parent and the Parent Stockholders, and declared it advisable, to enter into this Agreement, (ii) approved the execution, delivery and performance of this Agreement and the transactions contemplated by this Agreement are in the best interests of Parent and its stockholders, (ii) approved and declared advisable this Agreement, the Charter Amendment and including the Parent Stock Issuance and (iii) resolved to submit the Charter Amendment and the Parent Stock Issuance to a vote of Parent’s stockholders the Parent Stockholders and recommend the adoption of the Charter Amendment and approval of the Parent Stock IssuanceIssuance by the Parent Stockholders.

Authority; Noncontravention; Voting Requirements. (a) Each of Parent and Merger Sub Target has all necessary entity power and authority to execute and deliver this Agreement and to consummate the transactions contemplated by this Agreementand, subject to obtaining the Parent Stockholder Approval in Target Stockholders Approval, to perform its obligations hereunder and to consummate the case of ParentMerger and the other Transactions to be performed or consummated by Target. The execution, delivery and performance by Parent and Merger Sub Target of this Agreement, and the consummation by it of the transactions contemplated Merger and the other Transactions to be performed or consummated by this AgreementTarget, have been duly authorized and approved by Merger Sub and Parent, as its sole memberBoard of Directors, and by the Board of Directors of Parent, and, except for obtaining the Parent Target Stockholder Approval in the case of ParentApproval, no other entity corporate action on the part of Parent and Merger Sub Target is necessary to authorize the execution, delivery and performance by Parent and Merger Sub Target of this Agreement and the consummation by Target of the transactions contemplated Merger and the other Transactions to be performed or consummated by this AgreementTarget. This Agreement has been duly executed and delivered by Parent and Merger Sub Target and, assuming due authorization, execution and delivery of this Agreement hereof by the other parties hereto hereto, constitutes a legal, valid and binding obligation of each of Parent and Merger SubTarget, enforceable against each of them Target in accordance with its terms; provided , except that the such enforceability thereof (i) may be limited by (i) applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or and other similar laws from time of general application affecting or relating to time in effect affecting the enforcement of creditors’ rights and remedies generally and by (ii) is subject to general principles of equity (regardless of equity, whether such principles are considered in a proceeding at law or in equity or at law) (the “Bankruptcy and (ii) public policy, applicable law relating to fiduciary duties and indemnification and an implied covenant of good faith and fair dealingEquity Exception”). (b) The Board of Directors of Target, after having received the recommendation of the Special Committee, at a meeting duly called and held, has duly adopted resolutions by a vote of its directors as required under applicable Law, (i) approving and declaring advisable this Agreement, the Merger and the other Transactions to be performed or consummated by Target, (ii) determining that the terms of the Merger and the other Transactions to be performed or consummated by Target are in the best interests of the Target Stockholders, (iii) directing that this Agreement be submitted to the Target Stockholders for a vote at a meeting of such holders and (iv) recommending that Target Stockholders approve and adopt this Agreement and the Merger at such meeting (collectively, the “Target Board Recommendation”). (c) Neither the execution and delivery of this Agreement by Parent and Merger Sub, Target nor the consummation by Parent and Merger Sub it of the transactions contemplated Merger and the other Transactions to be performed or consummated by this AgreementTarget, nor compliance by Parent and Merger Sub it with any of the terms or provisions of this Agreementhereof, will (i) assuming the Parent Stockholder Approval is obtained, conflict with or violate any provision of the ParentTarget’s certificate of incorporation and by-laws or any of the Organizational Documents of Parent’s material Subsidiaries, bylaws or (ii) assuming that the authorizations, consents and approvals referred to in Section 4.4 3.4 and the Parent Target Stockholder Approval are obtained and the filings referred to in Section 4.4 3.4 are made, except as would not reasonably be expected to have, individually or in the aggregate, a Target Material Adverse Effect and except as set forth on Schedule 3.3(c)(ii), (x) violate any Law, judgment, writ or injunction of any Governmental Authority applicable to Parent Target or any of its Subsidiaries or any of their respective properties or assets, Subsidiary thereof or (y) violate, conflict with, result in the loss of any benefit under, violate or constitute a default (or an event whichevent, condition or circumstance that, with notice or lapse of time, time or both, would constitute a default) under, result in the termination of or a right give to others any rights of termination or cancellation underof, or accelerate the performance required byby or maturity of, or result in the creation of any Lien upon Liens on any of the respective properties or assets of, Parent of Target or any of its Subsidiaries underSubsidiaries, under any of the terms, conditions or provisions of any Contract loan or Permit credit agreement, debenture, note, bond, mortgage, indenture, deed of trust, lease, contract or other agreement (each, a “Contract”) or Permit, to which Parent or any of the Target and its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected or (iii) result in the exercisability of any right to purchase or acquire any material asset of Parent Target or any of its Subsidiaries, except, or any Target Owned Real Estate or Target Leased Real Estate (as each such term is defined in the case of clause (ii), for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations or Liens that have not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse EffectSection 3.14) are otherwise affected. (id) The affirmative vote (in person or by proxy) Assuming the accuracy of the holders representations and warranties of a majority of the aggregate voting power present at the Parent Stockholder Meeting or any adjournment or postponement thereof to approve the Parent Stock Issuance (the “Parent Stock Issuance Approval”) and (ii) Merger Sub in Section 4.15, the affirmative vote (in person or by proxy) of the holders of a majority of the outstanding shares of Parent Target Common Stock entitled to vote on for the approval of the adoption of the Charter Amendment this Agreement (the “Parent Charter Approval” and, collectively with the Parent Stock Issuance Approval, the “Parent Target Stockholder Approval”)) are is the only votes vote or approvals approval of the holders of any class or series of the capital stock of Parent Target or any of its Subsidiaries that is necessary to adopt this Agreement and approve the Parent Stock Issuance, adopt the Charter Amendment and approve and consummate the transactions Transactions contemplated by this Agreementhereby. (de) The Assuming the accuracy of the representations and warranties of Parent and Merger Sub in Section 4.15, Target and its Board of Directors of Parent has unanimously (i) determined that have taken all actions, including approving this Agreement and the transactions contemplated by this Agreement are Transaction, such that the restrictions on “business combinations” (as defined in the best interests of Parent and its stockholders, (ii) approved and declared advisable this Agreement, the Charter Amendment and the Parent Stock Issuance and (iii) resolved to submit the Charter Amendment and the Parent Stock Issuance to a vote of Parent’s stockholders and recommend the adoption Section 203 of the Charter Amendment DGCL) do not and approval of will not apply to the Parent Stock IssuanceTransactions.

Authority; Noncontravention; Voting Requirements. (a) Each of Parent and Merger Sub Comet has all necessary entity corporate power and corporate authority to execute and deliver this Agreement and to consummate the transactions contemplated by this Agreementperform its obligations hereunder and, subject to obtaining the Parent receipt of the Comet Stockholder Approval in Approval, to consummate the case of ParentMerger. The execution, delivery and performance by Parent and Merger Sub Comet of this Agreement, and the consummation by it of the transactions contemplated by this AgreementMerger, have been duly authorized and approved by Merger Sub and Parent, as its sole member, and by the Board of Directors of Parent, and, except for obtaining the Parent Comet Stockholder Approval in and filing the case Certificate of ParentMerger with the Secretary of State pursuant to the DGCL, no other entity corporate action on the part of Parent and Merger Sub Comet is necessary to authorize the execution, delivery and performance by Parent Comet of this Agreement and Merger Sub the consummation by it of the Merger. This Agreement has been duly executed and delivered by Comet and, assuming due authorization, execution and delivery hereof by Venus, constitutes a legal, valid and binding obligation of Comet, enforceable against Comet in accordance with its terms, except for the Bankruptcy and Equity Exception. (b) The Comet Transaction Committee, at a meeting duly called and held, unanimously (i) determined that it is in the best interest of Comet and Comet’s stockholders, and declared it advisable, that Comet enter into this Agreement and consummate the transactions contemplated hereby and (ii) adopted resolutions making the Comet Transaction Committee Recommendation, which resolutions have not, except after the date hereof as permitted by Section 7.05, been subsequently withdrawn or modified in a manner adverse to Venus. (c) The Board of Directors of Comet, at a meeting duly called and held, upon the unanimous recommendation of the Comet Transaction Committee, unanimously (i) determined that it is in the best interests of Comet and Comet’s stockholders, and declared it advisable, that Comet enter into this Agreement and consummate the transactions contemplated hereby, (ii) adopted resolutions approving and declaring the advisability of this Agreement and the consummation of the transactions contemplated hereby, including the Merger, (iii) adopted resolutions making the Comet Recommendation, which resolutions have not, except after the date hereof as permitted by this Agreement. This Agreement has Section 7.05, been duly executed subsequently withdrawn or modified in a manner adverse to Venus, and delivered by Parent and Merger Sub and, assuming due authorization, execution and delivery of (iv) directed that this Agreement by and the other parties hereto constitutes a legal, valid and binding obligation transactions contemplated hereby be submitted to the stockholders of each of Parent and Merger Sub, enforceable against each of them in accordance with its terms; provided that the enforceability thereof may be limited by (i) applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar laws from time Comet entitled to time in effect affecting 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) and (ii) public policy, applicable law relating to fiduciary duties and indemnification and an implied covenant of good faith and fair dealingvote for adoption. (bd) The only approval of holders of any class or series of capital stock of Comet necessary to adopt this Agreement, approve the Merger and effect the Share Issuance is the affirmative vote (in person, by proxy or by written consent) of the holders of a majority of the outstanding shares of Comet Class A Common Stock (the “Comet Stockholder Approval”). (e) Neither the execution and delivery of this Agreement by Parent and Merger SubComet, nor the consummation by Parent and Merger Sub Comet of the transactions contemplated by this AgreementMerger, nor performance or compliance by Parent and Merger Sub Comet with any of the terms or provisions of this Agreementhereof, will (i) assuming subject to the Parent receipt of the Comet Stockholder Approval is obtainedApproval, conflict with or violate any provision (A) of the Parent’s certificate Comet Organizational Documents or (B) of incorporation and by-laws or the similar organizational documents of any of the Organizational Documents of ParentComet’s material Subsidiaries, Subsidiaries or (ii) assuming that the authorizations, consents and approvals referred to in Section 4.4 4.04 and the Parent Comet Stockholder Approval are obtained prior to the Effective Time and the filings referred to in Section 4.4 4.04 are mademade and any waiting periods thereunder have terminated or expired prior to the Effective Time, (x) violate any Law, judgment, writ Law or injunction of any Governmental Authority Order applicable to Parent Comet or any of its Subsidiaries or any of their respective properties or assetsSubsidiaries, or (y) violate, conflict with, result in the loss of any benefit under, violate or constitute a breach of or default (with or an event which, with without notice or lapse of time, or both, would constitute a default) under, result in the termination of or give rise to a right of termination or cancellation undertermination, accelerate the performance required bymodification, or cancelation of any obligation or to the loss of any benefit pursuant to, any of the terms or provisions of any Contract to which Comet or any of its Subsidiaries is a party or accelerate Comet’s or, if applicable, any of its Subsidiaries’ obligations under any such Contract or (z) result in the creation of any Lien upon (other than a Permitted Lien) on any of the respective properties or assets of, Parent or any of its Subsidiaries under, any of the terms, conditions or provisions of any Contract or Permit to which Parent or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected or (iii) result in the exercisability of any right to purchase or acquire any material asset of Parent Comet or any of its Subsidiaries, except, in the case of clause (i)(B) and clause (ii), for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations or Liens that have not had and as would not reasonably be expected to have, individually or in the aggregate, have a Parent Comet Material Adverse Effect. (i) The affirmative vote (in person or by proxy) of the holders of a majority of the aggregate voting power present at the Parent Stockholder Meeting or any adjournment or postponement thereof to approve the Parent Stock Issuance (the “Parent Stock Issuance Approval”) and (ii) the affirmative vote (in person or by proxy) of the holders of a majority of the outstanding shares of Parent Common Stock entitled to vote on the adoption of the Charter Amendment (the “Parent Charter Approval” and, collectively with the Parent Stock Issuance Approval, the “Parent Stockholder Approval”)) are the only votes or approvals of the holders of any class or series of the capital stock of Parent necessary to approve the Parent Stock Issuance, adopt the Charter Amendment and approve and consummate the transactions contemplated by this Agreement. (d) The Board of Directors of Parent has unanimously (i) determined that this Agreement and the transactions contemplated by this Agreement are in the best interests of Parent and its stockholders, (ii) approved and declared advisable this Agreement, the Charter Amendment and the Parent Stock Issuance and (iii) resolved to submit the Charter Amendment and the Parent Stock Issuance to a vote of Parent’s stockholders and recommend the adoption of the Charter Amendment and approval of the Parent Stock Issuance.

Authority; Noncontravention; Voting Requirements. (a) Each of Parent and Merger Sub The Company has all necessary entity power and authority to execute and deliver this Agreement and to consummate the transactions contemplated by this Agreementand, subject to obtaining the Parent Stockholder Approval in Company Shareholder Approval, to perform its obligations hereunder and to consummate the case of ParentTransactions. The execution, delivery and performance by Parent and Merger Sub the Company of this Agreement and the Statutory Merger Agreement, and the consummation by the Company of the transactions contemplated by this AgreementTransactions, have been duly and unanimously authorized and approved by Merger Sub and Parent, as its sole member, and by the Board of Directors of Parentthe Company, and, except for obtaining the Parent Stockholder Approval in Company Shareholder Approval, executing and delivering the case of ParentStatutory Merger Agreement and filing the Merger Application with the Registrar pursuant to the Bermuda Companies Act, no other entity action on the part of Parent and Merger Sub the Company is necessary to authorize the execution, delivery and performance by Parent and Merger Sub the Company of this Agreement and the Statutory Merger Agreement and the consummation by the Company of the transactions contemplated by this AgreementTransactions. This Agreement has been duly executed and delivered by Parent and Merger Sub the Company and, assuming due authorization, execution and delivery of this Agreement hereof by the other parties hereto hereto, constitutes a legal, valid and binding obligation of each of Parent and Merger Subthe Company, enforceable against each of them the Company in accordance with its terms; provided , except that the such enforceability thereof (i) may be limited by (i) applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar Laws of general application affecting or similar laws from time relating to time in effect affecting the enforcement of creditors’ rights and remedies generally and by (ii) is subject to general principles of equity (regardless of equity, whether such principles are considered in a proceeding at law or in equity or at law) (the “Bankruptcy and (ii) public policy, applicable law relating to fiduciary duties and indemnification and an implied covenant of good faith and fair dealingEquity Exception”). (b) The Board of Directors of the Company has unanimously (i) determined that the Merger Consideration constitutes fair value for each Company Share in accordance with the Bermuda Companies Act, (ii) determined that the Merger, on the terms and subject to the conditions set forth herein, is fair to, and in the best interests of, the Company and its shareholders, (iii) approved this Agreement, the Statutory Merger Agreement and the Transactions and (iv) resolved, subject to Section 5.02, to recommend approval of the Merger, this Agreement and the Statutory Merger Agreement to the holders of Company Shares (such recommendation, the “Company Board Recommendation”). The Board of Directors of the Company has directed that the Merger, this Agreement and the Statutory Merger Agreement be submitted to the holders of Company Shares for their approval. (c) Neither the execution and delivery of this Agreement or the Statutory Merger Agreement by Parent and Merger Subthe Company, nor the consummation by Parent and Merger Sub the Company of the transactions contemplated by this AgreementTransactions, nor performance or compliance by Parent and Merger Sub the Company with any of the terms or provisions of this Agreementhereof, will (i) assuming the Parent Stockholder Approval is obtainedcontravene, conflict with or violate any provision (A) of the Parent’s certificate Company Organizational Documents or (B) of incorporation and by-laws or the similar organizational documents of any of the Organizational Documents of ParentCompany’s material Subsidiaries, Subsidiaries or (ii) assuming (A) compliance with the matters set forth in Section 4.03(b) (other than Section 4.03(b)(ii)(A)) (and assuming the accuracy of the representations and warranties made in such Section 4.03(b)), (B) that the actions described in Section 3.03(a) have been completed, (C) that the authorizations, consents and approvals referred to in Section 4.4 3.04 and the Parent Stockholder Company Shareholder Approval are obtained and (D) that the filings referred to in Section 4.4 3.04 are mademade and any waiting periods thereunder have terminated or expired, in the case of each of the foregoing clauses (A) through (D), prior to the Effective Time, (x) violate any Law, judgment, writ or injunction of any Governmental Authority Law applicable to Parent the Company or any of its Subsidiaries or any of their respective properties or assetsSubsidiaries, or (y) violate, conflict with, result in the loss of any benefit under, violate or constitute a breach of or default (with or an event which, with without notice or lapse of time, time or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of, Parent or any of its Subsidiaries under, under any of the terms, conditions or provisions of any Contract loan or Permit credit agreement, debenture, note, bond, mortgage, indenture, deed of trust, lease, sublease, license, contract or other agreement (each, a “Contract”) to which Parent the Company or any of its Subsidiaries is a party, party or by which they or any of their respective the assets or properties of the Company or assets may be bound its Subsidiaries, as applicable, are bound, or affected give rise to any right to terminate, cancel, amend, modify or accelerate the Company’s or, if applicable, any of its Subsidiaries’, rights or obligations under any such Contract or (iiiz) result in the exercisability creation of any right to purchase Lien on any properties or acquire any material asset assets of Parent the Company or any of its Subsidiaries, except, in the case of clause (i)(B) and clause (ii), for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations or Liens that have not had and as would not reasonably be expected to have, individually or in the aggregate, have a Parent Material Adverse Effect. (id) The affirmative vote (Subject to the voting cutback provisions contained in person or by proxybye-law 51(1) of the holders of a majority of Company Bye-Laws and the aggregate voting power present at Preferred Share Redemption occurring prior to the Parent Stockholder Meeting or any adjournment or postponement thereof to approve the Parent Stock Issuance (the “Parent Stock Issuance Approval”) and (ii) Company Shareholders Meeting, the affirmative vote (in person or by proxy) of the holders of a majority more than 50% of the outstanding shares of Parent Common Stock Company Shares entitled to vote on at the adoption Company Shareholders Meeting in favor of the Charter Amendment approval of this Agreement, the Merger and the Statutory Merger Agreement (the “Parent Charter Approval” and, collectively with the Parent Stock Issuance Approval, the “Parent Stockholder Company Shareholder Approval”)) are is the only votes vote or approvals approval of the holders of any class or series of the capital stock of Parent the Company or any of its Subsidiaries that is necessary to approve the Parent Stock Issuance, adopt the Charter Amendment and approve and consummate the transactions contemplated by this Agreement. (d) The Board of Directors of Parent has unanimously (i) determined that this Agreement and the transactions contemplated by this Agreement are in the best interests of Parent and its stockholders, (ii) approved and declared advisable this Agreement, the Charter Amendment Statutory Merger Agreement and the Parent Stock Issuance and (iii) resolved to submit the Charter Amendment and the Parent Stock Issuance to a vote of Parent’s stockholders and recommend the adoption of the Charter Amendment and approval of the Parent Stock IssuanceMerger.

Authority; Noncontravention; Voting Requirements. (a) Each of Parent and Merger Sub has all necessary entity power and authority to execute and deliver this Agreement and to consummate the transactions contemplated by this Agreement, subject to obtaining the Parent Stockholder Approval in the case of Parent. The execution, delivery and performance by Parent and Merger Sub of this Agreement, and the consummation of the transactions contemplated by this Agreement, have been duly authorized and approved by Merger Sub and Parent, as its sole member, and by the Board of Directors of ParentParent Board, and, except for obtaining the Parent Stockholder Approval in the case of Parent, no other entity action on the part of Parent and Merger Sub is necessary to authorize the execution, delivery and performance by Parent and Merger Sub of this Agreement and the consummation of the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by Parent and Merger Sub and, assuming due authorization, execution and delivery of this Agreement by the other parties hereto constitutes a legal, valid and binding obligation of each of Parent and Merger Sub, enforceable against each of them in accordance with its terms; provided . The Parent Board has taken all necessary action so that the enforceability thereof may be limited by (i) applicable bankruptcyany takeover, insolvencyanti-takeover, fraudulent transfermoratorium, reorganization“fair price”, moratorium “control share” or similar laws from time Law applicable to time Parent or any of its Subsidiaries (including the restrictions on “business combinations” with an “interested stockholder” (each as defined in effect affecting creditors’ rights Section 203 of the DGCL) under Section 203 of the DGCL) (“Takeover Laws”) do not, and remedies generally will not, apply to this Agreement and by general principles the consummation of equity (regardless of whether such principles are considered in a proceeding in equity or at law) the transactions contemplated this Agreement, including the Merger and (ii) public policy, applicable law relating to fiduciary duties and indemnification and an implied covenant of good faith and fair dealingthe Parent Stock Issuance. (b) Neither the execution and delivery of this Agreement by Parent and Merger Sub, nor the consummation by Parent and Merger Sub of the transactions contemplated by this Agreement, nor compliance by Parent and Merger Sub with any of the terms or provisions of this Agreement, will (i) assuming the Parent Stockholder Approval is obtained, conflict with or violate any provision of the Parent’s certificate Organizational Documents of incorporation and by-laws Parent or any of the Organizational Documents of Parent’s material Subsidiaries, (ii) assuming that the authorizations, consents and approvals referred to in Section 4.4 5.4 and the Parent Stockholder Approval are obtained and the filings referred to in Section 4.4 5.4 are made, (xA) violate any Law, judgment, writ or injunction of any Governmental Authority applicable to Parent or any of its Subsidiaries or any of their respective properties or assets, or (yB) violate, conflict with, result in the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, give rise to a right to receive a change of control payment (or similar payment) under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of, Parent or any of its Subsidiaries under, any of the terms, conditions or provisions of any Contract or Parent Permit to which Parent or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected or (iii) result in the exercisability of any right to purchase or acquire any material asset of Parent or any of its Subsidiaries, except, in the case of clause (ii), for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations or Liens that have not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (ic) The affirmative vote (in person or by proxy) of the holders of a majority of the aggregate voting power Parent Shares present in person or represented by proxy at the Parent Stockholder Meeting or any adjournment or postponement thereof and entitled to vote on the Parent Stock Issuance to approve the Parent Stock Issuance (the “Parent Stock Issuance Stockholder Approval”) and (ii) the affirmative vote (in person or by proxy) of the holders of a majority of the outstanding shares of Parent Common Stock entitled to vote on the adoption of the Charter Amendment (the “Parent Charter Approval” and, collectively with the Parent Stock Issuance Approval, the “Parent Stockholder Approval”)) are is the only votes or approvals vote of the holders of any class or series of the capital stock of Parent necessary to approve the Parent Stock Issuance, adopt the Charter Amendment Issuance and approve and consummate the transactions contemplated by this Agreement. (d) The Board of Directors of Parent Board, at a meeting duly called and held, has unanimously (i) determined that it is in the best interests of Parent and the Parent Stockholders, and declared it advisable, to enter into this Agreement, (ii) approved the execution, delivery and performance of this Agreement and the transactions contemplated by this Agreement are in the best interests of Parent and its stockholders, (ii) approved and declared advisable this Agreement, the Charter Amendment and including the Parent Stock Issuance and (iii) resolved to submit the Charter Amendment and the Parent Stock Issuance to a vote of Parent’s stockholders the Parent Stockholders and recommend the adoption of the Charter Amendment and approval of the Parent Stock IssuanceIssuance by the Parent Stockholders.

Authority; Noncontravention; Voting Requirements. (a) Each of Parent and Merger Sub The Company has all necessary entity power and authority to execute and deliver this Agreement and to consummate the transactions contemplated by this Agreementand, subject to obtaining the Parent Company Stockholder Approval in Approval, to perform its obligations hereunder and to consummate the case of ParentTransactions. The executionexecution and delivery by the Company hereof, delivery the performance and performance compliance by Parent and Merger Sub the Company with each of this Agreement, its obligations herein and the consummation by the Company of the transactions contemplated by this Agreement, Transactions have been duly authorized and approved by Merger Sub and Parent, as its sole member, and by the Board of Directors of Parent, and, except for obtaining the Parent Stockholder Approval in the case of Parent, no other entity all necessary corporate action on the part of Parent and Merger Sub is necessary the Company, subject to authorize the execution, delivery and performance by Parent and Merger Sub of this Agreement and the consummation receipt of the transactions contemplated by this AgreementCompany Stockholder Approval. This Agreement has been duly executed and delivered by Parent and Merger Sub the Company and, assuming due authorization, execution and delivery of this Agreement hereof by the other parties hereto hereto, constitutes a legal, valid and binding obligation of each of Parent and Merger Subthe Company, enforceable against each of them the Company in accordance with its terms; provided , except that the such enforceability thereof (i) may be limited by (i) applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium moratorium, rehabilitation, conservatorship, liquidation, receivership and other similar Laws of general application affecting or similar laws from time relating to time in effect affecting the enforcement of creditors’ rights and remedies generally and by (ii) is subject to general principles of equity (regardless of equity, whether such principles are considered in a proceeding at law or in equity or at law) (the “Bankruptcy and (ii) public policy, applicable law relating to fiduciary duties and indemnification and an implied covenant of good faith and fair dealingEquity Exception”). (b) The Company Board, at a meeting duly called and held, has unanimously (i) determined that the Merger, on the terms and subject to the conditions set forth herein, and the other Transactions are fair to and in the best interests of the Company and its stockholders, (ii) approved this Agreement, the Merger and the other Transactions, (iii) resolved, subject to Section 5.02, to recommend that the Company’s stockholders adopt this Agreement (such recommendation, the “Company Board Recommendation”) and (iv) declared that this Agreement is advisable, and, as of the date of this Agreement, such resolutions have not been subsequently rescinded, modified or withdrawn in any way. (c) Neither the execution and delivery of this Agreement by Parent and Merger Subthe Company, nor the consummation by Parent and Merger Sub the Company of the transactions contemplated by this AgreementTransactions, nor performance or compliance by Parent and Merger Sub the Company with any of the terms or provisions of this Agreementhereof, will (i) assuming the Parent Stockholder Approval is obtainedcontravene, conflict with or violate any provision of (A) the Parent’s certificate Company Organizational Documents or (B) the similar organizational documents of incorporation and by-laws or any of the Organizational Documents of ParentCompany’s material Subsidiaries, Subsidiaries or (ii) assuming (A) compliance with the matters set forth in Section 4.02(c) (other than Section 4.02(c)(ii)(A)) (and assuming the accuracy of the representations and warranties made in such Section 4.02(c)), (B) that the authorizationsactions described in Section 3.04 have been completed, consents and approvals (C) that the Consents referred to in Section 4.4 3.04 and the Parent Company Stockholder Approval are is obtained and (D) that the filings referred to in Section 4.4 3.04 are mademade and any waiting periods thereunder have terminated or expired, in the case of each of the foregoing clauses (ii)(A) through (D), prior to the Effective Time, (x) violate any Law, judgment, writ or injunction of any Governmental Authority Law applicable to Parent the Company or any of its Subsidiaries or any of their respective properties or assetsSubsidiaries, or (y) violate, conflict with, result in the loss of any benefit under, violate or constitute a breach of or default (with or an event which, with without notice or lapse of time, time or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of, Parent or any of its Subsidiaries under, under any of the terms, conditions or provisions of any Material Contract, Permit or Company Reinsurance Contract or accelerate, vest or trigger the Company’s or, if applicable, any of its Subsidiaries’, obligations or rights of any other Person under any such Material Contract, Permit to which or Company Reinsurance Contract or (z) result in the creation of any Lien on any properties or assets of the Company or any of its Subsidiaries (or of Parent or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected or (iii) result in following the exercisability of any right to purchase or acquire any material asset of Parent or any of its SubsidiariesEffective Time), except, in the case of clause clauses (i)(B) and (ii), for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations or Liens that have as has not had and or would not reasonably be expected to have, individually or in the aggregate, have a Parent Material Adverse Effect. (id) The affirmative vote (in person or by proxy) of the holders of a majority of the aggregate voting power present at the Parent Stockholder Meeting or any adjournment or postponement thereof to approve the Parent Stock Issuance (the “Parent Stock Issuance Approval”) and (ii) the affirmative vote (in person or by proxy) of the holders of a majority of the outstanding shares of Parent Company Common Stock entitled Stock, to vote on the adoption of the Charter Amendment adopt this Agreement (the “Parent Charter Approval” and, collectively with the Parent Stock Issuance Approval, the “Parent Company Stockholder Approval”)) are is the only votes vote or approvals approval of the holders of any class or series of the share capital or capital stock of Parent the Company or any of its Subsidiaries that are necessary to approve the Parent Stock Issuance, adopt the Charter Amendment and approve and consummate the transactions contemplated by this Agreement. (d) The Board of Directors of Parent has unanimously (i) determined that this Agreement and the transactions contemplated by this Agreement are in the best interests of Parent and its stockholders, (ii) approved and declared advisable this Agreement, the Charter Amendment and the Parent Stock Issuance and (iii) resolved to submit the Charter Amendment and the Parent Stock Issuance to a vote of Parent’s stockholders and recommend the adoption of the Charter Amendment and approval of the Parent Stock IssuanceMerger.

Authority; Noncontravention; Voting Requirements. (a) Each of Parent and Merger Sub AHL has all necessary entity power and authority to execute and deliver this Agreement and, subject to obtaining AHL Shareholder Approval, to perform its obligations hereunder and to consummate the transactions contemplated by this Agreement, subject to obtaining the Parent Stockholder Approval in the case of ParentTransactions. The execution, delivery and performance by Parent and Merger Sub AHL of this Agreement and the Statutory Merger Agreement, and the consummation by AHL of the transactions contemplated by this AgreementTransactions, have been duly authorized and approved by Merger Sub the Special Committee and Parent, as its sole member, and by the AHL Board (upon the recommendation of Directors of Parentthe Special Committee), and, except for obtaining the Parent Stockholder Approval in AHL Shareholder Approval, executing and delivering the case Statutory Merger Agreement, any of Parentthe matters set forth on Schedule I and filing the Merger Application with the Registrar pursuant to the Bermuda Companies Act, no other entity corporate action on the part of Parent and Merger Sub AHL is necessary to authorize the execution, delivery and performance by Parent and Merger Sub AHL of this Agreement and the Statutory Merger Agreement and the consummation by AHL of the transactions contemplated by this AgreementTransactions. This Agreement has been duly executed and delivered by Parent and Merger Sub AHL and, assuming due authorization, execution and delivery of this Agreement hereof by the other parties hereto hereto, constitutes a legal, valid and binding obligation of each of Parent and Merger SubAHL, enforceable against each of them AHL in accordance with its terms; provided , except that the such enforceability thereof (i) may be limited by (i) applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar Laws of general application affecting or similar laws from time relating to time in effect affecting the enforcement of creditors’ rights and remedies generally and by (ii) is subject to general principles of equity (regardless of equity, whether such principles are considered in a proceeding at law or in equity or at law) (the “Bankruptcy and (ii) public policy, applicable law relating to fiduciary duties and indemnification and an implied covenant of good faith and fair dealingEquity Exception”). (b) As of the date of this Agreement, the Special Committee and the AHL Board (upon the recommendation of the Special Committee) have (i) determined that the Merger Consideration constitutes fair value for each AHL Share in accordance with the Bermuda Companies Act, (ii) determined that the AHL Merger, on the terms and subject to the conditions set forth herein, is fair to, and in the best interests of, AHL and its shareholders, (iii) approved the AHL Merger, this Agreement, the Statutory Merger Agreement and the other Transactions and (iv) resolved, subject to Section 5.02, to recommend approval of the AHL Merger, this Agreement and the Statutory Merger Agreement to the holders of AHL Shares (such recommendation, the “AHL Board Recommendation”). (c) Neither the execution and delivery of this Agreement or the Statutory Merger Agreement by Parent and Merger SubAHL, nor the consummation by Parent and Merger Sub AHL of the transactions contemplated by this AgreementTransactions, nor performance or compliance by Parent and Merger Sub AHL with any of the terms or provisions of this Agreementhereof, will (i) assuming the Parent Stockholder Approval is obtainedcontravene, conflict with or violate any provision (A) of AHL Organizational Documents or (B) of the Parent’s certificate similar organizational documents of incorporation and by-laws or any of the Organizational Documents of ParentAHL’s material Subsidiaries, Subsidiaries or (ii) assuming (A) compliance with the matters set forth in Section 4.03(b) (other than Section 4.03(b)(ii)(A)) (and assuming the accuracy of the representations and warranties made in such Section 4.03(b)), (B) that the actions described in Section 3.03(a) have been completed, (C) that the authorizations, consents and approvals referred to in Section 4.4 3.04 and the Parent Stockholder AHL Shareholder Approval are obtained and (D) that the filings referred to in Section 4.4 3.04 are mademade and any waiting periods thereunder have terminated or expired, in the case of each of the foregoing clauses (A) through (D), prior to the AHL Effective Time, (x) violate any Law, judgment, writ or injunction of any Governmental Authority Law applicable to Parent AHL or any of its Subsidiaries or any of their respective properties or assetsSubsidiaries, or (y) violate, conflict with, result in the loss of any benefit under, violate or constitute a breach of or default (with or an event which, with without notice or lapse of time, time or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of, Parent or any of its Subsidiaries under, under any of the terms, conditions or provisions of any Contract loan or Permit credit agreement, debenture, note, bond, mortgage, indenture, deed of trust, lease, sublease, license, contract or other agreement (each, a “Contract”) to which Parent AHL or any of its Subsidiaries is a party, party or by which they or any of their respective the assets or properties of AHL or assets may be bound its Subsidiaries, as applicable, are bound, or affected give rise to any right to terminate, cancel, amend, modify or accelerate AHL’s or, if applicable, any of its Subsidiaries’, rights or obligations under any such Contract or (iiiz) result in the exercisability creation of any right to purchase Lien on any properties or acquire any material asset assets of Parent AHL or any of its Subsidiaries, except, in the case of clause (i)(B) and clause (ii), for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations or Liens that have not had and as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (id) The affirmative vote (Subject to the voting cutback provisions contained in person or by proxybye-law 4.3(a) of the holders of a majority AHL Bye-Laws occurring in respect of the aggregate voting power present votes cast at the Parent Stockholder Meeting or any adjournment or postponement thereof to approve the Parent Stock Issuance (the “Parent Stock Issuance Approval”) and (ii) AHL Shareholders Meeting, the affirmative vote (in person or by proxy) of the holders of a majority of the outstanding shares of Parent Common Stock entitled to vote on Total Voting Power (as defined in the adoption AHL Bye-Laws) voting at the AHL Shareholders Meeting in favor of the Charter Amendment approval of this Agreement, the AHL Merger and the Statutory Merger Agreement (the “Parent Charter Approval” and, collectively with the Parent Stock Issuance Approval, the “Parent Stockholder AHL Shareholder Approval”)) are is the only votes vote or approvals approval of the holders of any class or series of the share capital stock of Parent AHL or any of its Subsidiaries that is necessary to approve the Parent Stock Issuance, adopt the Charter Amendment and approve and consummate the transactions contemplated by this Agreement. (d) The Board of Directors of Parent has unanimously (i) determined that this Agreement and the transactions contemplated by this Agreement are in the best interests of Parent and its stockholders, (ii) approved and declared advisable this Agreement, the Charter Amendment Statutory Merger Agreement and the Parent Stock Issuance and (iii) resolved to submit the Charter Amendment and the Parent Stock Issuance to a vote of Parent’s stockholders and recommend the adoption AHL Merger. The quorum necessary for such AHL Shareholders Meeting shall be two persons at least holding or representing by proxy more than one-third of the Charter Amendment and approval issued shares of the Parent Stock IssuanceAHL.

Authority; Noncontravention; Voting Requirements. (a) Each of Parent and Merger Xxxxxx Sub has all necessary entity corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated by this Agreementperform its obligations hereunder and, subject to obtaining the Parent Merger Sub Stockholder Approval in Approval, to consummate the case of ParentTransactions. The execution, delivery and performance by Parent Xxxxxx and Merger Sub of this Agreement, Agreement and the consummation by Xxxxxx and Merger Sub of the transactions contemplated by this AgreementTransactions, have been duly unanimously authorized and approved by each of the Parent Board and the Merger Sub and ParentBoard, as its sole member, and by the Board of Directors of Parentapplicable, and, except for filing the Certificate of Merger with the Secretary of State pursuant to the DGCL and obtaining the Parent Merger Sub Stockholder Approval (which approval shall be provided by the written consent of Parent as promptly as practicable following the execution of this Agreement (and in the case of Parentany event within 24 hours)), no other entity action (including any stockholder vote or other action) on the part of Parent and or Merger Sub is necessary to authorize the execution, delivery and performance by Parent Xxxxxx and Merger Xxxxxx Sub of this Agreement and the consummation by Xxxxxx and Merger Sub of the transactions contemplated by this AgreementTransactions. This Agreement has been duly and validly executed and delivered by Parent Xxxxxx and Merger Xxxxxx Sub and, assuming due authorization, execution and delivery of this Agreement hereof by the other parties hereto Company, constitutes a legal, valid and binding obligation of each of Parent and Merger Sub, enforceable against each of them in accordance with its terms; provided , except that the such enforceability thereof may be limited by and is subject to the Bankruptcy and Equity Exception. (b) The Parent Board has, and the Merger Sub Board has unanimously, (i) applicable bankruptcydetermined that this Agreement and the Transactions, insolvencyincluding the Merger, fraudulent transferon the terms and subject to the conditions set forth herein, reorganizationare advisable, moratorium or similar laws from time fair to time and in effect affecting creditors’ rights the best interests of, Parent and remedies generally and by general principles of equity (regardless of whether such principles are considered in a proceeding in equity or at law) Merger Sub and (ii) public policyadopted resolutions that have approved and declared advisable this Agreement and the Transactions, applicable law relating to fiduciary duties and indemnification and an implied covenant and, as of good faith and fair dealingthe date of this Agreement, such resolutions have not been subsequently rescinded, modified or withdrawn in any way. (bc) Neither the execution and delivery of this Agreement by Parent and Merger Sub, nor the consummation by Parent and or Merger Sub of the transactions contemplated by this AgreementTransactions, nor performance or compliance by Parent and or Merger Sub with any of the terms or provisions of this Agreementhereof, will (i) assuming the Parent Stockholder Approval is obtained, conflict with or violate any provision of the Parent’s certificate certificates or articles of incorporation and incorporation, memorandum of association, by-laws or other comparable charter or organizational documents of (A) Parent or Merger Sub or (B) any of the Organizational Documents of Parent’s material Subsidiaries, other Subsidiaries or (ii) assuming that the authorizations, consents and approvals referred to in Section 4.4 and the Parent Merger Sub Stockholder Approval are obtained and is obtained, the filings referred to in Section 4.4 4.03 are mademade and any waiting periods thereunder have terminated or expired, in each case prior to the Effective Time, (xA) violate any Law, judgment, writ or injunction of any Governmental Authority Law applicable to Parent or any of its Subsidiaries Merger Sub, (B) violate or any of their respective properties or assets, or (y) violate, conflict with, result in the loss of any benefit under, constitute a default under (with or an event whichwithout notice, with notice or lapse of time, time or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of, Parent or any of its Subsidiaries under, any of the terms, conditions or provisions of any Contract to which Parent or Permit any of its Subsidiaries, as applicable, are bound or give rise to any right to terminate, cancel, amend, modify or accelerate Parent’s or, if applicable, any of its Subsidiaries’, rights or obligations under any such Contract, (C) give rise to any right of first refusal, preemptive right, tag-along right, transfer right or other similar right of any other party to a Contract to which Parent or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected or (iiiD) result in the exercisability creation of any right to purchase Lien on any properties or acquire any material asset assets of Parent or any of its Subsidiaries, except, in the case of clause clauses (i)(B), (i)(C) and (ii), for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations or Liens that have not had and as would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. (id) The affirmative vote Merger Sub Stockholder Approval (in person or which approval shall be provided by proxy) of the holders of a majority of the aggregate voting power present at the Parent Stockholder Meeting or any adjournment or postponement thereof to approve the Parent Stock Issuance (the “Parent Stock Issuance Approval”) and (ii) the affirmative vote (in person or by proxy) of the holders of a majority of the outstanding shares written consent of Parent Common Stock entitled to vote on the adoption of the Charter Amendment (the “Parent Charter Approval” and, collectively with the Parent Stock Issuance Approval, the “Parent Stockholder Approval”)as contemplated by Section 5.10) are is the only votes vote or approvals approval of the holders of any class or series of the capital stock shares of Parent Merger Sub that is necessary to approve the Parent Stock Issuance, adopt the Charter Amendment and approve and consummate the transactions contemplated by this Agreement. (d) The Board of Directors of Parent has unanimously (i) determined that this Agreement and the transactions contemplated by this Agreement are Merger. (e) Assuming the accuracy of the representations and warranties of the Company set forth in Section 3.02, as of the best interests date of Parent the delivery of the Stockholder Consent, (i) the Specified Stockholders own all of the Class B Shares outstanding as of such time, and its stockholders, (ii) approved and declared advisable this Agreement, the Charter Amendment and the Parent Stock Issuance and (iii) resolved to submit the Charter Amendment and the Parent Stock Issuance to Specified Stockholders own a vote of Parent’s stockholders and recommend the adoption majority of the Charter Amendment and approval aggregate voting power of the Parent Stock IssuanceCommon Shares outstanding as of such time.

Authority; Noncontravention; Voting Requirements. (a) Each of Parent and Merger Sub the AMID Entities has all necessary entity power and authority to execute and deliver this Agreement and to consummate the transactions contemplated by this Agreementhereby, subject to obtaining including the Parent Stockholder Approval in the case of ParentMerger. The execution, delivery and performance by Parent and Merger Sub the AMID Entities of this Agreement, the AMID Partnership Agreement Amendment and the Support Agreements and the consummation of the transactions contemplated hereby and thereby, including the Merger, have been duly authorized and approved by all requisite partnership or limited liability company action on the part of each of the AMID Entities. At a meeting duly called and held, the AMID Conflicts Committee (i) determined that this Agreement, the Support Agreements and the AMID Partnership Agreement Amendment and the transactions contemplated hereby and thereby, including the Merger, are in the best interest of AMID, (ii) approved this Agreement, the Support Agreements and the AMID Partnership Agreement Amendment, and the transactions contemplated hereby and thereby, including the Merger (the foregoing constituting “AMID Special Approval”), and (iii) resolved to recommend to the AMID GP Board the approval of this Agreement, the Support Agreements and the AMID Partnership Agreement Amendment, and the consummation of the transactions contemplated by hereby and thereby, including the Merger. Upon the receipt of the recommendation of the AMID Conflicts Committee, at a meeting duly called and held, the AMID GP Board unanimously approved this Agreement, have been duly authorized the Support Agreements, the AMID Partnership Agreement Amendment and approved by the GP Merger Sub Agreement and Parentthe transactions contemplated hereby and thereby, as its sole memberincluding the Merger and the GP Merger, and by the Board of Directors of Parent, and, except for obtaining the Parent Stockholder Approval in the case of Parent, no other entity action on the part of Parent and Merger Sub the AMID Entities is necessary to authorize the execution, delivery and performance by Parent and Merger Sub the AMID Entities of this Agreement, the Support Agreements, the AMID Partnership Agreement Amendment and the GP Merger Agreement and the consummation of the transactions contemplated by this Agreementhereby and thereby, including the Merger and the GP Merger. This Agreement, the Support Agreements and the GP Merger Agreement has have been and the AMID Partnership Agreement Amendment will be, duly executed and delivered by Parent and Merger Sub the applicable AMID Entities and, assuming due authorization, execution and delivery of this Agreement, the Support Agreements and the GP Merger Agreement by the other parties hereto constitutes hereto, this Agreement constitutes, and the AMID Partnership Agreement Amendment will constitute, a legal, valid and binding obligation of each of Parent and Merger Subthe applicable AMID Entities, enforceable against each of them in accordance with its terms; provided that the enforceability thereof , except as such enforcement may be limited by (i) applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium moratorium, fraudulent conveyance or other similar laws from time to time in effect Laws affecting the enforcement of creditors’ rights and remedies generally and by general principles of equity (regardless of whether such principles are considered applied in a proceeding in equity Proceeding or at law) and (ii) public policy, applicable law relating to fiduciary duties and indemnification and an implied covenant of good faith and fair dealingor in equity). (b) Neither the execution and delivery of each of this Agreement, the Distribution Support and Expense Reimbursement Agreement, the AMID Partnership Agreement Amendment and the GP Merger Agreement by Parent and Merger Subthe AMID Entities, nor the consummation by Parent and Merger Sub the AMID Entities of the transactions contemplated by this Agreementhereby and thereby, nor compliance by Parent and Merger Sub the AMID Entities with any of the terms or provisions of this Agreement, will (i) assuming the Parent Stockholder Approval is obtained, conflict with or violate any provision of the Parent’s certificate of incorporation and by-laws AMID Charter Documents, the AMID GP Charter Documents, or any of the Organizational Documents of Parent’s material SubsidiariesAMID Subsidiary Documents, (ii) assuming that the authorizations, consents and approvals referred to in Section 4.4 and the Parent Stockholder Approval are obtained and the filings referred to in Section 4.4 are made, (x) violate any Law, judgment, writ or injunction of any Governmental Authority applicable to Parent AMID or any of its Subsidiaries or any of their respective properties or assets, or (y) violate, conflict with, result in the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of, Parent AMID or any of its Subsidiaries under, under any of the terms, conditions or provisions of any Contract or AMID Permit (including any Environmental Permit) to which Parent AMID or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected or (iii) result in the exercisability of any right to purchase or acquire any material asset of Parent AMID or any of its Subsidiaries, except, in the case of clause clauses (iiii)(x) and (ii)(y), for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations or Liens that have not had and would not reasonably be expected to haveas, individually or in the aggregate, a Parent would not reasonably be expected to have an AMID Material Adverse Effect. (ic) The affirmative vote (in person or by proxy) None of the holders of a majority of the aggregate voting power present at the Parent Stockholder Meeting AMID Entities or any adjournment of their respective Subsidiaries holds any limited partner interests, capital stock, voting securities or postponement thereof equity interests of JPE or any of its Subsidiaries, or holds any securities or rights convertible into, exchangeable or exercisable for, or evidencing the right to approve the Parent Stock Issuance (the “Parent Stock Issuance Approval”) and (ii) the affirmative vote (in person or by proxy) of the holders of a majority of the outstanding subscribe for any such limited partner interests, shares of Parent Common Stock entitled to vote on the adoption of the Charter Amendment (the “Parent Charter Approval” andcapital stock, collectively with the Parent Stock Issuance Approvalvoting securities or equity interests, the “Parent Stockholder Approval”)) are the only votes or approvals of the holders any rights, warrants, options, calls, commitments or any other agreements of any class character to purchase or series acquire any such limited partner interests, shares of capital stock, voting securities or equity interests or any securities or rights convertible into, exchangeable or exercisable for, or evidencing the right to subscribe for, any such limited partner interests, shares of capital stock of Parent necessary to approve the Parent Stock Issuancestock, adopt the Charter Amendment and approve and consummate the transactions contemplated by this Agreementvoting securities or equity interests. (d) The Board of Directors of Parent has unanimously (i) determined that this Agreement and the transactions contemplated by this Agreement are in the best interests of Parent and its stockholders, (ii) approved and declared advisable this Agreement, the Charter Amendment and the Parent Stock Issuance and (iii) resolved to submit the Charter Amendment and the Parent Stock Issuance to a vote of Parent’s stockholders and recommend the adoption of the Charter Amendment and approval of the Parent Stock Issuance.

Authority; Noncontravention; Voting Requirements. (a) Each of the Parent and Merger Sub Parties has all necessary entity power and authority to execute and deliver this Agreement and to consummate the transactions contemplated by this Agreement, subject to obtaining the Parent Stockholder Approval in the case of Parent. The execution, delivery and performance by each Parent and Merger Sub Party of this Agreement, Agreement and the consummation of the transactions contemplated by this Agreement, have been been, as applicable, duly authorized and approved by the Parent Board for and on behalf of Parent and Merger Sub and ParentSub, as its sole memberapplicable, and by the Board of Directors of Parent, and, except for obtaining the Parent Stockholder Approval in the case of Parent, no other entity action on the part of any Parent and Merger Sub Party is necessary to authorize the execution, delivery and performance by the Parent and Merger Sub Parties of this Agreement and the consummation of the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by each Parent and Merger Sub Party and, assuming due authorization, execution and delivery of this Agreement by the other parties hereto hereto, constitutes a legal, valid and binding obligation of each of such Parent and Merger SubParty, enforceable against each of them such Parent Party in accordance with its terms; provided that the enforceability thereof , except as such enforcement may be limited by (i) the Enforceability Exceptions. The Parent Board has taken all necessary action so that any Takeover Laws applicable bankruptcyto any Parent Party do not, insolvencyand will not, fraudulent transferapply to this Agreement and the consummation of the transactions contemplated by this Agreement, reorganization, moratorium or similar laws from time to time in effect affecting creditors’ rights including the Merger and remedies generally and by general principles of equity (regardless of whether such principles are considered in a proceeding in equity or at law) and (ii) public policy, applicable law relating to fiduciary duties and indemnification and an implied covenant of good faith and fair dealingthe Parent Stock Issuance. (b) Neither the execution and delivery of this Agreement by the Parent and Merger SubParties, nor the consummation by the Parent and Merger Sub Parties of the transactions contemplated by this Agreement, nor compliance by the Parent and Merger Sub Parties with any of the terms or provisions of this Agreement, will (i) assuming the Parent Stockholder Approval is obtainedcontravene, conflict with or with, violate any provision of, result in any breach of, or require the consent of any Person under, the terms, conditions or provisions of the Parent’s certificate of incorporation and by-laws Parent Organizational Documents or any of the Organizational Documents of Parent’s material Subsidiariesany other Parent Party, (ii) assuming that the authorizations, consents and approvals referred to in Section 4.4 and the Parent Stockholder Approval 5.4 are obtained obtained, and the filings referred to in Section 4.4 5.4 are made, (xA) contravene, violate or conflict with any Law, judgment, writ or injunction of any Governmental Authority applicable to any Parent or any of its Subsidiaries Party or any of their respective properties or assets, or (yB) violate, conflict with, result in the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, give rise to a right to receive a change of control payment (or similar payment) under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of, any Parent or any of its Subsidiaries Party under, any of the terms, conditions or provisions of any Contract or Permit to which any Parent or any of its Subsidiaries Party is a party, or by which they or any of their respective properties or assets may be bound or affected or (iii) result in the exercisability of any right to purchase or acquire any material asset of any Parent or any of its SubsidiariesParty, except, in the case of clause (ii)) or clause (iii) of this sentence, for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations accelerations, Liens or Liens rights that have not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (ic) The affirmative No vote (in person or by proxy) of the holders of a majority of the aggregate voting power present at the Parent Stockholder Meeting or any adjournment or postponement thereof to approve the Parent Stock Issuance (the “Parent Stock Issuance Approval”) and (ii) the affirmative vote (in person or by proxy) of the holders of a majority of the outstanding shares of Parent Common Stock entitled to vote on the adoption of the Charter Amendment (the “Parent Charter Approval” and, collectively with the Parent Stock Issuance Approval, the “Parent Stockholder Approval”)) are the only votes or approvals of the holders of any class or series of the capital stock of Parent is necessary to approve the Parent Stock Issuance, adopt the Charter Amendment and approve and consummate the transactions contemplated by this Agreement. (d) The Board of Directors of Parent has unanimously Board, by unanimous vote, (i) determined that the forms, terms and provisions of this Agreement and the transactions contemplated by this Agreement Agreement, including the Merger and the Parent Stock Issuance, are in the best interests interest of Parent and its stockholders, the Parent Stockholders and (ii) authorized and approved the execution, delivery and declared advisable performance of this Agreement and the consummation of the transactions contemplated by this Agreement, including the Charter Amendment Merger and the Parent Stock Issuance Issuance, on the terms and (iii) resolved subject to submit the Charter Amendment and the Parent Stock Issuance to a vote of Parent’s stockholders and recommend the adoption of the Charter Amendment and approval of the Parent Stock Issuanceconditions set forth in this Agreement.

Authority; Noncontravention; Voting Requirements. (a) Each of Parent and Merger Sub The Company has all necessary entity limited liability company power and authority to execute and deliver this Agreement and to consummate the transactions contemplated by this Agreementhereby, subject to obtaining the Parent Stockholder Approval in the case of ParentCompany Unitholder Approval. The execution, delivery and performance by Parent and Merger Sub the Company of this Agreement, and the consummation of the transactions contemplated by this Agreementhereby, have been duly authorized and approved by Merger Sub the Company Board, which, at a meeting duly called and Parentheld, as its sole memberhas unanimously (i) approved and declared advisable this Agreement and the transactions contemplated hereby and (ii) resolved to submit the Agreement to a vote of the Members of the Company and to recommend adoption of this Agreement by the Members of the Company, and by the Board of Directors of Parent, and, except for obtaining the Parent Stockholder Company Unitholder Approval in for the case adoption of Parentthis Agreement, and consummation of the transactions contemplated hereby, no other entity limited liability company action on the part of Parent and Merger Sub the Company is necessary to authorize the execution, delivery and performance by Parent and Merger Sub the Company of this Agreement and the consummation of the transactions contemplated by this Agreementhereby. This Agreement has been duly executed and delivered by Parent and Merger Sub the Company and, assuming due authorization, execution and delivery of this Agreement by the other parties hereto hereto, constitutes a legal, valid and binding obligation of each of Parent and Merger Subthe Company, enforceable against each of them it in accordance with its terms; provided that the enforceability thereof may be limited by (i) applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar laws from time to time in effect affecting 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) and (ii) public policy, applicable law relating to fiduciary duties and indemnification and an implied covenant of good faith and fair dealing. (b) Neither the execution and delivery of this Agreement by Parent and Merger Sub, the Company nor the consummation by Parent and Merger Sub the Company of the transactions contemplated by this Agreementhereby, nor compliance by Parent and Merger Sub the Company with any of the terms or provisions of this Agreement, will (i) assuming the Parent Stockholder Approval is obtained, conflict with or violate any provision of the Parent’s certificate of incorporation and by-laws Company Charter Documents or any of the Organizational Documents of Parent’s material SubsidiariesCompany Subsidiary Documents, (ii) assuming that the authorizations, consents and approvals referred to in Section 4.4 3.4 and the Parent Stockholder Company Unitholder Approval are obtained and the filings referred to in Section 4.4 3.4 are made, (x) violate any Law, judgment, writ or injunction of any Governmental Authority applicable to Parent the Company or any of its Subsidiaries or any of their respective properties or assets, or (y) violate, conflict with, result in the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of, Parent the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any Contract loan or credit agreement, debenture, note, bond, mortgage, indenture, deed of trust, license, lease, contract or other agreement, instrument or obligation (each, a “Contract”) or Company Permit (including any Environmental Permit), to which Parent the Company or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected or (iii) result in the exercisability of any right to purchase or acquire any material asset of Parent the Company or any of its Subsidiaries, except, in the case of clause clauses (iiii)(x) and (ii)(y), for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations or Liens that have not had and would not reasonably be expected to haveas, individually or in the aggregate, would not reasonably be expected to have a Parent Company Material Adverse Effect. (ic) The affirmative vote (in person or by proxy) consent of the holders of a majority of the aggregate voting power present Unit Majority at the Parent Stockholder Company Unitholders Meeting or any adjournment or postponement thereof to approve in favor of the Parent Stock Issuance adoption of this Agreement (the “Parent Stock Issuance Company Unitholder Approval”) and (ii) the affirmative vote (in person or by proxy) of the holders of a majority of the outstanding shares of Parent Common Stock entitled to vote on the adoption of the Charter Amendment (the “Parent Charter Approval” and, collectively with the Parent Stock Issuance Approval, the “Parent Stockholder Approval”)) are is the only votes vote or approvals approval of the holders of any class or series of the Interests or other limited liability company interests, equity interests or capital stock of Parent the Company or any of its Subsidiaries which is necessary to approve the Parent Stock Issuance, adopt the Charter Amendment and approve and consummate the transactions contemplated by this Agreement. (d) The Board of Directors of Parent has unanimously (i) determined that this Agreement and the transactions contemplated by this Agreement are in the best interests of Parent and its stockholders, (ii) approved and declared advisable this Agreement, the Charter Amendment and the Parent Stock Issuance and (iii) resolved to submit the Charter Amendment and the Parent Stock Issuance to a vote of Parent’s stockholders and recommend the adoption of the Charter Amendment and approval of the Parent Stock Issuancehereby.

Authority; Noncontravention; Voting Requirements. (a) Each of Parent and Merger Sub MLP has all necessary entity power and authority to execute and deliver this Agreement and to consummate the transactions contemplated by this Agreementhereby, including the Merger, subject to obtaining the Parent Stockholder Unitholder Approval in the case of Parent(as defined herein). The execution, delivery and performance by Parent and Merger Sub MLP of this Agreement, and the consummation of the transactions contemplated by this Agreementhereby, including the Merger, have been duly authorized by the MLP Board and approved by Merger Sub each of the Conflicts Committee and Parent, as its sole memberthe MLP Board, and the MLP Board, acting upon the recommendation of the Conflicts Committee, has, (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are fair to and in the best interests of MLP and the Unaffiliated Unitholders, (ii) approved this Agreement and the transactions contemplated hereby, including the Merger, (iii) directed that this Agreement and the transactions contemplated hereby, including the Merger, be submitted to a vote of the Common Unitholders, and (iv) recommended approval of this Agreement and the transactions contemplated hereby, including the Merger, by the Board of Directors of Parent, and, except Common Unitholders. Except for obtaining the Parent Stockholder Approval in the case of ParentUnitholder Approval, no other entity action on the part of Parent and Merger Sub MLP is necessary to authorize the execution, delivery and performance by Parent and Merger Sub MLP of this Agreement and the consummation of the transactions contemplated by this Agreementhereby, including the Merger. This Agreement has been duly executed and delivered by Parent and Merger Sub MLP and, assuming due authorization, execution and delivery of this Agreement by the other parties hereto Parties, constitutes a the legal, valid and binding obligation of each of Parent and Merger SubMLP, enforceable against each of them it in accordance with its terms; provided that the enforceability thereof , except as such enforcement may be limited by (i) applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium moratorium, fraudulent conveyance or other similar laws from time to time in effect Laws affecting the enforcement of creditors’ rights and remedies generally and by general principles of equity (regardless of whether such principles are considered applied in a proceeding in equity Proceeding or at law) and (ii) public policy, applicable law relating to fiduciary duties and indemnification and an implied covenant of good faith and fair dealingor in equity). (b) Neither the execution and delivery of this Agreement by Parent and Merger Sub, MLP nor the consummation by Parent and Merger Sub MLP of the transactions contemplated by this Agreement, hereby nor compliance by Parent and Merger Sub MLP with any of the terms or provisions of this AgreementAgreement will, will (i) assuming that the Parent Stockholder Unitholder Approval is obtained, conflict with or violate any provision of the Parent’s certificate of incorporation and by-laws MLP Charter Documents, or any of the Organizational Documents of Parent’s material Subsidiaries, (ii) assuming that the authorizations, consents and approvals referred to in Section 4.4 3.4 and the Parent Stockholder Unitholder Approval are obtained and the filings referred to in Section 4.4 3.4 are made, (x) violate any Law, judgment, writ or injunction of any Governmental Authority applicable to Parent MLP or any of its Subsidiaries or any of their respective properties or assets, or (y) violate, conflict with, result in the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of, Parent or any of its Subsidiaries under, any of the terms, conditions or provisions of any Contract or Permit to which Parent or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected or (iii) result in the exercisability of any right to purchase or acquire any material asset of Parent or any of its Subsidiaries, except, in the case of clause (ii), for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations or Liens that have not had and violations as would not reasonably be expected to have, individually or in the aggregate, a Parent have an MLP Material Adverse Effect. (ic) The affirmative vote (in person or by proxy) of Except for the holders of a majority of the aggregate voting power present at the Parent Stockholder Meeting or any adjournment or postponement thereof to approve the Parent Stock Issuance (the “Parent Stock Issuance Approval”) and (ii) the affirmative vote (in person or by proxy) of the holders of a majority of the outstanding shares of Parent Common Stock entitled to vote on the adoption of the Charter Amendment (the “Parent Charter Approval” and, collectively with the Parent Stock Issuance General Partner Approval, the “Parent Stockholder Approval”)) are Unitholder Approval is the only votes vote or approvals approval of the holders of any class or series of the partnership interests, equity interests or capital stock of Parent MLP or any of its Subsidiaries which are necessary to approve the Parent Stock Issuance, adopt the Charter Amendment this Agreement and approve and to consummate the transactions contemplated by this Agreementhereby. (d) The Board of Directors of Parent has unanimously (i) determined that this Agreement and the transactions contemplated by this Agreement are in the best interests of Parent and its stockholders, (ii) approved and declared advisable this Agreement, the Charter Amendment and the Parent Stock Issuance and (iii) resolved to submit the Charter Amendment and the Parent Stock Issuance to a vote of Parent’s stockholders and recommend the adoption of the Charter Amendment and approval of the Parent Stock Issuance.

Authority; Noncontravention; Voting Requirements. (a) Each of Parent and Merger Sub The Company has all necessary entity corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated by this AgreementTransactions, subject to obtaining the Parent Stockholder Approval in the case of Parentthe consummation of the Merger to obtaining the Company Shareholder Approval. The execution, delivery and performance by Parent and Merger Sub the Company of this Agreement, and the consummation by it of the transactions contemplated by this AgreementTransactions, have been duly authorized by all necessary corporate action and approved by Merger Sub and Parent, as its sole member, and by the Board of Directors of Parent, and, except for obtaining the Parent Stockholder Approval in the case of Parent, no other entity corporate action on the part of Parent and Merger Sub the Company is necessary to authorize the execution, delivery and performance by Parent and Merger Sub the Company of this Agreement and the consummation by it of the transactions contemplated by this AgreementTransactions, subject in the case of the consummation of the Merger to obtaining the Company Shareholder Approval. This Agreement has been duly executed and delivered by Parent and Merger Sub the Company and, assuming due authorization, execution and delivery of this Agreement hereof by the other parties hereto Parent and Merger Sub, constitutes a legal, valid and binding obligation of each of Parent and Merger Subthe Company, enforceable against each of them the Company in accordance with its terms; provided , except that the such enforceability thereof (i) may be limited by (i) applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar Laws of general application affecting or similar laws from time relating to time in effect affecting the enforcement of creditors’ rights and remedies generally and by (ii) is subject to general principles of equity (regardless of equity, whether such principles are considered in a proceeding at Law or in equity or at law) (the “Bankruptcy and (ii) public policy, applicable law relating to fiduciary duties and indemnification and an implied covenant of good faith and fair dealingEquity Exception”). (b) The Company’s Board of Directors, at a meeting duly called and held, has unanimously (i) approved and adopted this Agreement and approved the Transactions, including the Merger, (ii) determined that this Agreement and the Transactions are advisable and in the best interests of, the shareholders of the Company, (iii) consented to the public disclosure of this Agreement and the Transactions in accordance with the terms and provisions of the Confidentiality Agreement, dated as of June 1, 2005, between Parent and the Company (as it may be amended from time to time, the “Confidentiality Agreement”) and (iv) resolved to, subject to Section 6.3 hereof, recommend that the shareholders of the Company accept the Offer, tender their shares of Company Common Stock to Merger Sub pursuant to the Offer and, if applicable, grant the Company Shareholder Approval and submit this Agreement to the shareholders of the Company for approval and file with the SEC each document required to be filed by the Company with the SEC or required to be distributed or otherwise disseminated to the Company’s shareholders in connection with the Transactions, including the Schedule 14D-9 and the proxy or information statement, if any, (the “Company Disclosure Documents”), as required by Law. (c) Neither the execution execution, delivery and delivery performance of this Agreement by Parent and Merger Sub, the Company nor the consummation by Parent and Merger Sub the Company of the transactions contemplated by this AgreementTransactions, nor compliance by Parent and Merger Sub the Company with any of the terms or provisions of this Agreementhereof, will (i) assuming the Parent Stockholder Approval is obtained, conflict with or violate any provision of the Parent’s certificate of incorporation and by-laws Company Charter Documents or any of the Organizational Documents of Parent’s material Subsidiaries, (ii) assuming that the authorizations, consents and approvals referred to in Section 4.4 and (and, in the Parent Stockholder Approval case of the consummation of the Merger, the Company Shareholder Approval) are obtained and the filings referred to in Section 4.4 are made, (x) violate any Law, judgment, writ or injunction of any Governmental Authority applicable to Parent the Company or any of its Subsidiaries or any of their respective assets, properties or assetsrights, or (y) violate, conflict with, result in the loss of any benefit under, violate or constitute a default (or an event which, which with notice or lapse of time, time or both, both would constitute become a default) under, result in the termination of or a give rise to any right of termination termination, cancellation, modification or cancellation underacceleration under any of the terms, accelerate conditions or provisions of any loan or credit agreement, debenture, note, bond, mortgage, indenture, deed of trust, lease, license, contract or other instrument or agreement (each, a “Contract”) to which the performance required byCompany or any of its Subsidiaries is a party or by which any of their assets, properties or rights are bound or (z) result in the creation of any Lien upon any of the respective assets, properties or assets of, Parent rights of the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any Contract or Permit to which Parent or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected or (iii) result in the exercisability of any right to purchase or acquire any material asset of Parent or any of its Subsidiariesother than Permitted Liens, except, in the case of clause (ii), for such violations, conflicts, losses, defaults, terminationsrights or Liens, cancellationsas, accelerations individually or Liens that in the aggregate, have not had and would not reasonably be expected to have, individually or in the aggregate, have a Parent Company Material Adverse Effect. (id) The affirmative vote (in person or by proxy) of the holders of a majority of the aggregate voting power present at the Parent Stockholder Meeting or any adjournment or postponement thereof to approve the Parent Stock Issuance (the “Parent Stock Issuance Approval”) and (ii) the affirmative vote (in person or by proxy) of the holders of a majority least two-thirds of the outstanding shares of Parent Company Common Stock entitled to vote on such matter at the Company Shareholders Meeting, or any adjournment or postponement thereof, in favor of the adoption of this Agreement and the Charter Amendment approval of the Merger (the “Parent Charter Approval” and, collectively with the Parent Stock Issuance Approval, the “Parent Stockholder Company Shareholder Approval”)) are is the only votes vote or approvals approval of the holders of any class or series of the capital stock of Parent the Company or any of its Subsidiaries which is necessary to approve the Parent Stock Issuance, adopt the Charter Amendment and approve and consummate the transactions contemplated by this Agreement. (d) The Board of Directors of Parent has unanimously (i) determined that this Agreement and the transactions contemplated by this Agreement are in the best interests of Parent and its stockholders, (ii) approved and declared advisable this Agreement, the Charter Amendment and the Parent Stock Issuance and (iii) resolved to submit the Charter Amendment and the Parent Stock Issuance to a vote of Parent’s stockholders and recommend the adoption of the Charter Amendment and approval of the Parent Stock IssuanceTransactions.

Authority; Noncontravention; Voting Requirements. (a) Each of Parent WES and Merger Sub WES GP has all necessary entity power and authority to execute and deliver this Agreement and to consummate the transactions contemplated by this Agreementhereby, including the Merger, subject to obtaining the Parent Stockholder WES Unitholder Approval in the case of Parent(as defined herein). The execution, delivery and performance by Parent WES and Merger Sub WES GP of this Agreement, and the consummation of the transactions contemplated by this Agreementhereby, including the Merger, have been duly authorized and approved by Merger Sub and Parent, as its the sole member, member of WES GP and by the Board WES GP Board, which, at a meeting duly called and held, has, on behalf of Directors WES and WES GP, by unanimous vote, in good faith (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are advisable, fair and reasonable to and in the best interests of ParentWES and the XXX Limited Partners, and(ii) approved and declared advisable this Agreement and the transactions contemplated hereby, including the Merger, and (iii) resolved to submit the Agreement to a vote of the XXX Limited Partners and to recommend approval of this Agreement and the transactions contemplated hereby, including the Merger by the XXX Limited Partners, and except for obtaining WES Unitholder Approval for the Parent Stockholder Approval in approval of this Agreement and consummation of the case of Parenttransactions contemplated hereby, including the Merger, no other entity action on the part of Parent and Merger Sub WES or WES GP is necessary to authorize the execution, delivery and performance by Parent WES and Merger Sub WES GP of this Agreement and the consummation of the transactions contemplated by this Agreementhereby, including the Merger. This Agreement has been duly executed and delivered by Parent WES and Merger Sub WES GP and, assuming due authorization, execution and delivery of this Agreement by the other parties hereto hereto, this Agreement constitutes a legal, valid and binding obligation of each of Parent WES and Merger SubWES GP, enforceable against each of them in accordance with its terms; provided that the enforceability thereof may be limited by (i) applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar laws from time to time in effect affecting 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) and (ii) public policy, applicable law relating to fiduciary duties and indemnification and an implied covenant of good faith and fair dealing. (b) Neither the execution and delivery of this Agreement by Parent and Merger Sub, WES or WES GP nor the consummation by Parent and Merger Sub WES or WES GP of the transactions contemplated by this Agreementhereby, nor compliance by Parent and Merger Sub WES or WES GP with any of the terms or provisions of this Agreement, will (i) assuming the Parent Stockholder that WES Unitholder Approval is obtained, conflict with or violate any provision of the Parent’s certificate of incorporation and by-laws WES Charter Documents, the WES GP Charter Documents, or any of the Organizational Documents of Parent’s material SubsidiariesWES Subsidiary Documents, (ii) assuming that the authorizations, consents and approvals referred to in Section 4.4 3.4 and the Parent Stockholder WES Unitholder Approval are is obtained and the filings referred to in Section 4.4 3.4 are made, (xA) violate any Law, judgment, writ or injunction of any Governmental Authority applicable to Parent WES GP, WES or any of its their respective Subsidiaries or any of their respective properties or assets, or (yB) violate, conflict with, result in the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of, Parent WES or any of its Subsidiaries under, under any of the terms, conditions or provisions of any Contract loan or credit agreement, debenture, note, bond, mortgage, indenture, deed of trust, license, lease, contract or other agreement, instrument or obligation (each, a “Contract”), or WES Permit (including any Environmental Permit) to which Parent WES or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected or (iii) result in the exercisability of any right to purchase or acquire any material asset of Parent WES or any of its Subsidiaries, except, in the case of clause (iiii)(B), for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations or Liens that have not had and would not reasonably be expected to haveas, individually or in the aggregate, would not reasonably be expected to have a Parent WES Material Adverse Effect. (ic) The affirmative vote (in person or by proxy) consent of the holders of a majority of the aggregate voting power present Unit Majority at the Parent Stockholder WES Unitholders Meeting or any adjournment or postponement thereof to approve the Parent Stock Issuance (the “Parent Stock Issuance Approval”) and (ii) the affirmative vote (in person or by proxy) favor of the holders approval of a majority of this Agreement and the outstanding shares of Parent Common Stock entitled to vote on transactions contemplated hereby, including the adoption of the Charter Amendment Merger (the “Parent Charter Approval” and, collectively with the Parent Stock Issuance Approval, the “Parent Stockholder WES Unitholder Approval”)) are , is the only votes vote or approvals approval of the holders of any class or series of the WES Partnership Interests or other partnership interests, equity interests or capital stock of Parent WES or any of its Subsidiaries which is necessary to approve the Parent Stock Issuance, adopt the Charter Amendment and approve and consummate the transactions contemplated by this Agreement. (d) The Board of Directors of Parent has unanimously (i) determined that this Agreement and the transactions contemplated by this hereby, including the Merger, in accordance with the WES Partnership Agreement are in the best interests of Parent and its stockholders, (ii) approved and declared advisable this Agreement, the Charter Amendment and the Parent Stock Issuance and (iii) resolved to submit the Charter Amendment and the Parent Stock Issuance to a vote of Parent’s stockholders and recommend the adoption of the Charter Amendment and approval of the Parent Stock Issuanceor applicable Law.

Authority; Noncontravention; Voting Requirements. (a) Each of Parent the Company and Merger Sub Flagstone Bermuda has all necessary entity power and authority to execute and deliver this Agreement and to consummate the transactions contemplated by this Agreementand, subject to obtaining the Parent Stockholder Company Shareholder Approval in and the case of ParentFlagstone Bermuda Shareholder Approval, to perform its obligations hereunder and to consummate the Transactions. The execution, delivery and performance by Parent the Company and Merger Sub Flagstone Bermuda of this Agreement, and the consummation by the Company and Flagstone Bermuda of the transactions contemplated by this AgreementTransactions, have been duly authorized and approved by Merger Sub and Parent, as its sole member, and by the Board of Directors of Parenteach of the Company and Flagstone Bermuda, and, except for obtaining the Parent Stockholder Company Shareholder Approval and the Flagstone Bermuda Shareholder Approval, executing and delivering the First-Step Statutory Merger Agreement (and performing the obligations set forth therein), and, in the case of Parentthe Intermediate Company, executing and delivering the Second-Step Statutory Merger Agreement (and performing the obligations set forth therein), causing the Luxembourg Merger Publication and the Luxembourg Deed Publication and any other required Luxembourg deed or publication, and filing the First-Step Merger Application, and, in the case of the Intermediate Company, filing the Second-Step Merger Application, with the Registrar pursuant to the Bermuda Companies Act, no other entity action on the part of Parent and Merger Sub the Company or Flagstone Bermuda is necessary to authorize the execution, delivery and performance by Parent the Company and Merger Sub Flagstone Bermuda of this Agreement and the Statutory Merger Agreements and the consummation by the Company and Flagstone Bermuda of the transactions contemplated by this AgreementTransactions. This Agreement has been duly executed and delivered by Parent the Company and Merger Sub Flagstone Bermuda and, assuming due authorization, execution and delivery of this Agreement hereof by the other parties hereto Parent and Merger Sub, constitutes a legal, valid and binding obligation of each of Parent the Company and Merger SubFlagstone Bermuda, enforceable against each of them the Company and Flagstone Bermuda in accordance with its terms; provided , except that the such enforceability thereof (i) may be limited by (i) applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar Laws of general application affecting or similar laws from time relating to time in effect affecting the enforcement of creditors’ rights and remedies generally and by (ii) is subject to general principles of equity (regardless of equity, whether such principles are considered in a proceeding at law or in equity or at law) (the “Bankruptcy and (ii) public policy, applicable law relating to fiduciary duties and indemnification and an implied covenant of good faith and fair dealingEquity Exception”). (b) The Board of Directors of the Company has, by resolutions duly adopted, (i) determined that the Mergers, on the terms and subject to the conditions set forth herein, are fair to, and in the best interests of, the Company and its shareholders, (ii) approved this Agreement and the Transactions, (iii) resolved, subject to Section 5.02, to recommend approval of the First-Step Merger, this Agreement and the First-Step Statutory Merger Agreement to the holders of Company Shares (such recommendation, the “Company Board Recommendation”), (iv) resolved, subject to Section 5.02, to provide a special merger report at least one month prior to the Company Shareholders Meeting to the holders of Company Shares and (v) appointed an independent expert (réviseur d’entreprise agréé) to provide the report to the shareholders of the Company pursuant to Article 266 of the Luxembourg Company Law at least one month prior to the Company Shareholders Meeting. The Board of Directors of the Company has directed that the First-Step Merger, this Agreement and the First-Step Statutory Merger Agreement be submitted to the holders of Company Shares for their approval. (c) Neither the execution and delivery of this Agreement by Parent the Company and Merger SubFlagstone Bermuda, nor the consummation by Parent and Merger Sub the Company or Flagstone Bermuda of the transactions contemplated by this AgreementTransactions, nor performance or compliance by Parent and Merger Sub the Company or Flagstone Bermuda with any of the terms or provisions of this Agreementhereof, will (i) assuming the Parent Stockholder Approval is obtained, conflict with or violate any provision (A) of the Parent’s certificate Company Charter, (B) of incorporation and bythe charter, bye-laws or other similar organizational documents of any of the Organizational Documents Company Reinsurance Subsidiaries or (C) of Parentthe charter, bye-laws or other similar organizational documents of any of the Company’s material Subsidiaries, other Subsidiaries or (ii) assuming (A) compliance with the matters set forth in Section 4.03(b) (other than Section 4.03(b)(ii)(A)) (and assuming the accuracy of the representations and warranties made in such Section 4.03(b)), (B) that the actions described in Section 3.04(a) have been completed, (C) that the authorizations, consents and approvals referred to in Section 4.4 3.05 and the Parent Stockholder Company Shareholder Approval and the Flagstone Bermuda Shareholder Approval are obtained and (D) that the filings referred to in Section 4.4 3.05 are mademade and any waiting periods thereunder have terminated or expired, in the case of each of the foregoing clauses (A) through (D), prior to the First-Step Effective Time and, in the case of the Intermediate Company, prior to the Final Effective Time, (x) violate any Law, judgment, writ or injunction of any Governmental Authority applicable to Parent the Company or any of its Subsidiaries or any of their respective properties or assets, or (y) violate, conflict with, result in the loss of any benefit under, with or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of, Parent or any of its Subsidiaries under, under any of the terms, conditions or provisions of any Contract loan or Permit credit agreement, debenture, note, bond, mortgage, indenture, deed of trust, lease, sublease, license, contract or other agreement (each, a “Contract”) to which Parent the Company or any of its Subsidiaries is a partyparty or their respective assets are bound or accelerate the Company’s or, or by which they or if applicable, any of their respective properties or assets may be bound or affected its Subsidiaries’, obligations under any such Contract or (iiiz) result in the exercisability creation of any right to purchase Lien on any properties or acquire any material asset assets of Parent the Company or any of its Subsidiaries, except, in the case of clause (i)(C) or clause (ii), for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations or Liens that have not had and as would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have, a Parent Material Adverse Effect. (id) The affirmative vote (in person or by proxy) of the holders of a majority 75% of the aggregate voting power Company Shares present or represented at the Parent Stockholder Company Shareholders Meeting or any adjournment adjournment, reconvening or postponement thereof to approve in favor of the Parent Stock Issuance approval of this Agreement, the First-Step Merger and the First-Step Statutory Merger Agreement (the “Parent Stock Issuance Company Shareholder Approval”) and (ii) the affirmative vote (in person or by proxy) of the holders of a majority of the outstanding shares of Parent Common Stock entitled to vote on the adoption of the Charter Amendment (the “Parent Charter Approval” and, collectively with the Parent Stock Issuance Approval, the “Parent Stockholder Approval”)) are is the only votes vote or approvals approval of the holders of any class or series of the capital stock of Parent the Company or any of its Subsidiaries (other than Flagstone Bermuda) that is necessary to approve the Parent Stock Issuance, adopt the Charter Amendment and approve and consummate the transactions contemplated by this Agreement. (d) The Board of Directors of Parent has unanimously (i) determined that this Agreement and the transactions contemplated by this Agreement are in the best interests of Parent and its stockholders, (ii) approved and declared advisable this Agreement, the Charter Amendment Statutory Merger Agreements and the Parent Stock Issuance and (iii) resolved to submit Mergers. The approval of this Agreement, the Charter Amendment Mergers and the Parent Stock Issuance to a vote Statutory Merger Agreements by the Company in its capacity as sole shareholder of Parent’s stockholders and recommend Flagstone Bermuda (which approval is being provided by the adoption written consent of the Charter Amendment and Company immediately after the execution of this Agreement, as contemplated by Section 5.14) (the “Flagstone Bermuda Shareholder Approval”), is the only vote or approval of the Parent Stock Issuanceholders of any class or series of shares of Flagstone Bermuda that is necessary to approve this Agreement, the Statutory Merger Agreements and the Mergers.

Authority; Noncontravention; Voting Requirements. (a) Each of Parent and Merger Sub JPE GP has all necessary entity power and authority to execute and deliver this Agreement and to consummate the transactions contemplated by this Agreementhereby, subject to obtaining including the Parent Stockholder Approval in the case of ParentGP Merger. The execution, delivery and performance by Parent and Merger Sub JPE GP of this Agreement, and the consummation of the transactions contemplated by this Agreementhereby, including the GP Merger, have been duly authorized and approved by the JPE GP Board, which, at a meeting duly called and held, has, on behalf of JPE GP, (i) approved and declared advisable this Agreement and the transactions contemplated hereby, including the GP Merger Sub and Parent, as its sole member, and (ii) recommended the approval of the Agreement by the Board members of Directors JPE GP. The members of Parent, and, except for obtaining JPE GP have unanimously approved the Parent Stockholder Approval in the case of Parent, no other entity action on the part of Parent and Merger Sub is necessary to authorize the execution, delivery and performance by Parent and Merger Sub adoption of this Agreement and the consummation of the transactions contemplated by this Agreementhereby. This Agreement has been duly executed and delivered by Parent and Merger Sub JPE GP and, assuming due authorization, execution and delivery of this Agreement by the other parties hereto hereto, constitutes a the legal, valid and binding obligation of each of Parent and Merger SubJPE GP, enforceable against each of them it in accordance with its terms; provided that the enforceability thereof , except as such enforcement may be limited by (i) applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium moratorium, fraudulent conveyance or other similar laws from time to time in effect Laws affecting the enforcement of creditors’ rights and remedies generally and by general principles of equity (regardless of whether such principles are considered applied in a proceeding in equity Proceeding or at law) and (ii) public policy, applicable law relating to fiduciary duties and indemnification and an implied covenant of good faith and fair dealingor in equity). (b) Neither the execution and delivery of this Agreement by Parent and Merger Sub, JPE GP nor the consummation by Parent and Merger Sub JPE GP of the transactions contemplated by this Agreementhereby, nor compliance by Parent and Merger Sub JPE GP with any of the terms or provisions of this Agreement, will (i) assuming the Parent Stockholder Approval is obtained, conflict with or violate any provision of the Parent’s certificate of incorporation and by-laws or any of the Organizational Documents of Parent’s material SubsidiariesJPE GP Charter Documents, (ii) assuming that the authorizations, consents and approvals referred to in Section 4.4 and the Parent Stockholder Approval are obtained and the filings referred to in Section 4.4 3.4 are made, (x) violate any Law, judgment, writ or injunction of any Governmental Authority applicable to Parent JPE GP or any of its Subsidiaries or any of their respective properties or assets, or (y) violate, conflict with, result in the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of, Parent or any of its Subsidiaries under, JPE GP under any of the terms, conditions or provisions of any Contract loan or credit agreement, debenture, note, bond, mortgage, indenture, deed of trust, license, lease, contract or other agreement, instrument or obligation (each, a “Contract”) or JPE Permit to which Parent JPE GP or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected or (iii) result in the exercisability of any right to purchase or acquire any material asset of Parent JPE or any of its Subsidiaries, except, in the case of clause clauses (iiii)(x) and (ii)(y), for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations or Liens that have not had and would not reasonably be expected to haveas, individually or in the aggregate, would not reasonably be expected to have a Parent JPE GP Material Adverse Effect. (i) The affirmative vote (in person or by proxy) of the holders of a majority of the aggregate voting power present at the Parent Stockholder Meeting or any adjournment or postponement thereof to approve the Parent Stock Issuance (the “Parent Stock Issuance Approval”) and (ii) the affirmative vote (in person or by proxy) of the holders of a majority of the outstanding shares of Parent Common Stock entitled to vote on the adoption of the Charter Amendment (the “Parent Charter Approval” and, collectively with the Parent Stock Issuance Approval, the “Parent Stockholder Approval”)) are the only votes or approvals of the holders of any class or series of the capital stock of Parent necessary to approve the Parent Stock Issuance, adopt the Charter Amendment and approve and consummate the transactions contemplated by this Agreement. (d) The Board of Directors of Parent has unanimously (i) determined that this Agreement and the transactions contemplated by this Agreement are in the best interests of Parent and its stockholders, (ii) approved and declared advisable this Agreement, the Charter Amendment and the Parent Stock Issuance and (iii) resolved to submit the Charter Amendment and the Parent Stock Issuance to a vote of Parent’s stockholders and recommend the adoption of the Charter Amendment and approval of the Parent Stock Issuance.

Authority; Noncontravention; Voting Requirements. (a) Each of Parent and Merger Sub the JPE Entities has all necessary entity power and authority to execute and deliver this Agreement and to consummate the transactions contemplated by this Agreementhereby, including the Merger, subject to obtaining the Parent Stockholder JPE Unitholder Approval in for the case of ParentMerger. The execution, delivery and performance by Parent and Merger Sub the JPE Entities of this Agreement, and the consummation of the transactions contemplated by this Agreementhereby, including the Merger, have been duly authorized and approved by Merger Sub the JPE GP Board, which, at a meeting duly called and Parentheld, as its sole memberhas, on behalf of JPE and JPE GP, (i) approved and declared advisable this Agreement and the transactions contemplated hereby, including the Merger, (ii) resolved to submit the Agreement to a vote of the JPE Limited Partners and (iii) resolved to recommend adoption of this Agreement by the Board of Directors of Parent, and, except JPE Limited Partners. Except for obtaining the Parent Stockholder JPE Unitholder Approval in for the case adoption of Parentthis Agreement, and consummation of the transactions contemplated hereby, no other entity action on the part of Parent and Merger Sub the JPE Entities is necessary to authorize the execution, delivery and performance by Parent and Merger Sub the JPE Entities of this Agreement and the consummation of the transactions contemplated by hereby, including the Merger. The members of JPE GP have unanimously approved the adoption of this AgreementAgreement and the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by Parent and Merger Sub the JPE Entities and, assuming due authorization, execution and delivery of this Agreement by the other parties hereto hereto, constitutes a the legal, valid and binding obligation of each of Parent and Merger Subthe JPE Entities, enforceable against each of them in accordance with its terms; provided that the enforceability thereof , except as such enforcement may be limited by (i) applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium moratorium, fraudulent conveyance or other similar laws from time to time in effect Laws affecting the enforcement of creditors’ rights and remedies generally and by general principles of equity (regardless of whether such principles are considered applied in a proceeding in equity Proceeding or at law) and (ii) public policy, applicable law relating to fiduciary duties and indemnification and an implied covenant of good faith and fair dealingor in equity). (b) Neither the execution and delivery of this Agreement by Parent and Merger Sub, the JPE Entities nor the consummation by Parent and Merger Sub the JPE Entities of the transactions contemplated by this Agreementhereby, nor compliance by Parent and Merger Sub the JPE Entities with any of the terms or provisions of this Agreement, will (i) assuming that the Parent Stockholder JPE Unitholder Approval is obtained, conflict with or violate any provision of the Parent’s certificate of incorporation and by-laws JPE Charter Documents, the JPE GP Charter Documents or any of the Organizational Documents of Parent’s material SubsidiariesJPE Subsidiary Documents, (ii) assuming that the authorizations, consents and approvals referred to in Section 4.4 3.4 and the Parent Stockholder JPE Unitholder Approval are obtained and the filings referred to in Section 4.4 3.4 are made, (x) violate any Law, judgment, writ or injunction of any Governmental Authority applicable to Parent JPE or any of its Subsidiaries or any of their respective properties or assets, or (y) violate, conflict with, result in the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of, Parent JPE or any of its Subsidiaries under, under any of the terms, conditions or provisions of any Contract loan or credit agreement, debenture, note, bond, mortgage, indenture, deed of trust, license, lease, contract or other agreement (including any Material Contract), instrument or obligation (each, a “Contract”) or JPE Permit (including any Environmental Permit) to which Parent JPE or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected or (iii) result in the exercisability of any right to purchase or acquire any material asset of Parent JPE or any of its Subsidiaries, except, in the case of clause clauses (iiii)(x) and (ii)(y), for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations or Liens that have not had and would not reasonably be expected to haveas, individually or in the aggregate, would not reasonably be expected to have a Parent JPE Material Adverse Effect. (ic) The affirmative vote (in person or by proxy) consent of the holders of (i) at least a majority of the aggregate Outstanding Common Units (excluding Common Units owned by JPE GP or its Affiliates), as required by the JPE Partnership Agreement, and (ii) at least a majority of the Outstanding Subordinated Units, voting power present as a class, at the Parent Stockholder JPE Unitholders Meeting or any adjournment or postponement thereof to approve in favor of the Parent Stock Issuance adoption of this Agreement and the transactions contemplated hereby (the “Parent Stock Issuance JPE Unitholder Approval”) and (ii) the affirmative vote (in person or by proxy) of the holders of a majority of the outstanding shares of Parent Common Stock entitled to vote on the adoption of the Charter Amendment (the “Parent Charter Approval” and, collectively with the Parent Stock Issuance Approval, the “Parent Stockholder Approval”)) are is the only votes vote or approvals approval of the holders of any class or series of the JPE Partnership Interests or other partnership interests, equity interests or capital stock of Parent JPE or any of its Subsidiaries which is necessary to approve the Parent Stock Issuance, adopt the Charter Amendment and approve and consummate the transactions contemplated by this Agreement. (d) The Board of Directors of Parent has unanimously (i) determined that this Agreement and the transactions contemplated by this Agreement are in the best interests of Parent and its stockholders, (ii) approved and declared advisable this Agreement, the Charter Amendment and the Parent Stock Issuance and (iii) resolved to submit the Charter Amendment and the Parent Stock Issuance to a vote of Parent’s stockholders and recommend the adoption of the Charter Amendment and approval of the Parent Stock Issuancehereby.

Authority; Noncontravention; Voting Requirements. (a) Each of Parent and Merger Sub The Seller has all necessary entity requisite corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated by this Agreement, subject to obtaining the Parent Stockholder Approval in the case of ParentTransactions. The execution, delivery and performance by Parent and Merger Sub the Seller of this Agreement, Agreement and the consummation by it of the transactions contemplated by this AgreementTransactions, have been duly and validly authorized and approved by Merger Sub and Parent, as its sole member, and by the Board of Directors of Parent, and, except for obtaining the Parent Stockholder Approval in the case of Parent, no other entity all necessary corporate action on the part of Parent the Seller and Merger Sub no other corporate action on the part of the Seller is necessary to authorize the execution, delivery and performance by Parent and Merger Sub the Seller of this Agreement and or the consummation by it of the transactions contemplated by this AgreementTransactions. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub the Seller and, assuming due authorization, execution and delivery of this Agreement by the other parties hereto hereto, constitutes a legal, valid and binding obligation obligations of each of Parent and Merger Subthe Seller, enforceable against each of them the Seller in accordance with its terms; provided , except that the such enforceability thereof may be limited by (i) applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or and other similar laws from time to time in effect Laws affecting 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) the “Bankruptcy and (ii) public policy, applicable law relating to fiduciary duties and indemnification and an implied covenant of good faith and fair dealingEquity Exception”). (b) Neither The Seller’s Board of Directors, at a meeting duly called and held at which all of the directors of the Seller’s Board of Directors were present in person or by telephone in compliance with the applicable provisions of the Virginia Stock Corporation Act of the Commonwealth of Virginia (the “VSCA”), has duly and unanimously adopted resolutions (i) adopting and approving this Agreement and approving the Transactions, (ii) declaring that this Agreement and the Transactions are advisable and in the best interests of the Seller and its shareholders and (iii) electing, to the extent permitted by applicable Laws, to make inapplicable all state takeover laws or similar Laws of the VSCA, to the extent they might otherwise apply to the execution, delivery, performance or consummation of this Agreement or the Transactions, and none of the aforesaid actions by the Seller’s Board of Directors has been amended, rescinded or modified as of the date hereof. No further corporate action is required by the Seller’s Board of Directors in order for the Seller to approve this Agreement or the Transactions. (c) None of the execution and delivery of this Agreement by Parent and Merger Subthe Seller, nor the consummation by Parent and Merger Sub the Seller of the transactions contemplated by this Agreement, nor Transactions or compliance by Parent and Merger Sub the Seller with any of the terms or provisions of this Agreement, hereof will (i) assuming the Parent Stockholder Approval is obtainedconflict with, conflict with or violate result in a violation or breach of, any provision of any Organizational Document of the Parent’s certificate of incorporation and by-laws Seller or any of the Organizational Documents of Parent’s material its Subsidiaries, (ii) assuming that the authorizations, consents and approvals referred to in Section 4.4 and the Parent Stockholder Approval 2.4 are obtained and the filings referred to in Section 4.4 2.4 are timely made, (x) violate any Law, judgment, writ or injunction of any Governmental Authority Law applicable to Parent the Seller or any of its Subsidiaries or any of their respective properties or assets, or (yiii) violateassuming that the authorizations, consents and approvals referred to in Section 2.4 and the filings referred to in Section 2.4 are timely made, conflict with, or result in the loss of any benefit underviolation or breach of, or constitute a default (with or an event which, with without notice or lapse of time, or both) a default (or give rise to a right of termination, would constitute a defaultcancellation or acceleration of any obligations or loss of any material benefit) under, result in the termination of require a consent or a right of termination or cancellation waiver under, accelerate require the performance required by, or result in the creation payment of any Lien upon any of the respective properties or assets of, Parent or any of its Subsidiaries a penalty under, any of the terms, conditions or provisions of any loan or credit agreement, debenture, note, bond, mortgage, indenture, deed of trust or Contract or Permit to which Parent the Seller or any of its Subsidiaries is a party, party or by which they or any of their respective properties or assets the Purchased Assets may be bound or affected any Purchased Assets Permit or (iiiiv) result in the exercisability creation or imposition of any right to purchase or acquire Lien on any material asset of Parent or any of its SubsidiariesPurchased Asset, except, in the case of clause (ii)iii) , for such conflicts, violations, conflictsbreaches, lossesLiens or defaults that, defaultsindividually or in the aggregate, terminations, cancellations, accelerations or Liens that have not had and would not reasonably be expected to have, individually or in the aggregate, have a Parent Seller Material Adverse Effect. (id) The affirmative vote (in person VSCA does not require that this Agreement or the Transactions be approved by proxy) of the holders of a majority of the aggregate voting power present at the Parent Stockholder Meeting or any adjournment or postponement thereof to approve the Parent Stock Issuance (the “Parent Stock Issuance Approval”) and (ii) the affirmative vote (in person or by proxy) of the holders of a majority of the outstanding shares of Parent Common Stock entitled to vote on the adoption of the Charter Amendment (the “Parent Charter Approval” and, collectively with the Parent Stock Issuance Approval, the “Parent Stockholder Approval”)) are the only votes or approvals of the holders of any class or series of the capital stock of Parent necessary to approve the Parent Stock Issuance, adopt the Charter Amendment and approve and consummate the transactions contemplated by this AgreementSeller or any of its Subsidiaries. (d) The Board of Directors of Parent has unanimously (i) determined that this Agreement and the transactions contemplated by this Agreement are in the best interests of Parent and its stockholders, (ii) approved and declared advisable this Agreement, the Charter Amendment and the Parent Stock Issuance and (iii) resolved to submit the Charter Amendment and the Parent Stock Issuance to a vote of Parent’s stockholders and recommend the adoption of the Charter Amendment and approval of the Parent Stock Issuance.

Authority; Noncontravention; Voting Requirements. (a) Each of the Parent and Merger Sub Parties has all necessary entity power and authority to execute and deliver this Agreement and to consummate the transactions contemplated by this Agreement, subject to obtaining the Parent Stockholder Approval in the case of ParentApproval. The execution, delivery and performance by each Parent and Merger Sub Party of this Agreement, Agreement and the consummation of the transactions contemplated by this Agreement, have been been, as applicable, duly authorized and approved by Merger Sub the Parent Conflicts Committee and Parent, as its sole member, the Parent Board for and by the Board of Directors on behalf of Parent, the HoldCo GP for and on behalf of HoldCo, and the Merger Sub Board for and on behalf of Merger Sub, and, except for obtaining assuming the Parent Stockholder Approval in the case of Parentis obtained, no other entity action on the part of any Parent and Merger Sub Party is necessary to authorize the execution, delivery and performance by the Parent and Merger Sub Parties of this Agreement and the consummation of the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by each Parent and Merger Sub Party and, assuming due authorization, execution and delivery of this Agreement by the other parties hereto hereto, constitutes a legal, valid and binding obligation of each of such Parent and Merger SubParty, enforceable against each of them such Parent Party in accordance with its terms; provided that the enforceability thereof , except as such enforcement may be limited by the Enforceability Exceptions. The Parent Board has taken all necessary action so that any Takeover Laws applicable to any Parent Party (iincluding, for the avoidance of doubt, Section 203 of the Delaware General Corporation Law (the “DGCL”)) applicable bankruptcydo not, insolvencyand will not, fraudulent transferapply to this Agreement and the consummation of the transactions contemplated by this Agreement, reorganization, moratorium or similar laws from time to time in effect affecting creditors’ rights including the Merger and remedies generally and by general principles of equity (regardless of whether such principles are considered in a proceeding in equity or at law) and (ii) public policy, applicable law relating to fiduciary duties and indemnification and an implied covenant of good faith and fair dealingthe Parent Stock Issuance. (b) Neither the execution and delivery of this Agreement by the Parent and Merger SubParties, nor the consummation by the Parent and Merger Sub Parties of the transactions contemplated by this Agreement, nor compliance by the Parent and Merger Sub Parties with any of the terms or provisions of this Agreement, will (i) assuming the Parent Stockholder Approval is obtainedcontravene, conflict with or with, violate any provision of, result in any breach of, or require the consent of any Person under, the terms, conditions or provisions of the Parent’s certificate of incorporation and by-laws Parent Organizational Documents or any of the Organizational Documents of Parent’s material Subsidiariesany other Parent Party, (ii) assuming that the authorizations, consents and approvals referred to in Section 4.4 and the Parent Stockholder Approval 5.4 are obtained obtained, and the filings referred to in Section 4.4 5.4 are made, (xA) contravene, violate or conflict with any Law, judgment, writ or injunction of any Governmental Authority applicable to any Parent or any of its Subsidiaries Party or any of their respective properties or assets, assets or (yB) violate, conflict with, result in the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, give rise to a right to receive a change of control payment (or similar payment) under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of, any Parent or any of its Subsidiaries Party under, any of the terms, conditions or provisions of any Contract or Permit to which any Parent or any of its Subsidiaries Party is a party, or by which they or any of their respective properties or assets may be bound or affected or (iii) result in the exercisability of any right to purchase or acquire any material asset of any Parent or any of its SubsidiariesParty, except, in the case of clause (ii)) or clause (iii) of this sentence, for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations payments, accelerations, Liens or Liens rights that have not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (ic) The affirmative vote (in person or by proxy) of the holders of a majority of the aggregate voting power present votes cast by Parent Stockholders entitled to vote thereon at the Parent Stockholder Special Meeting at which a quorum is present or any adjournment or postponement thereof to approve the Parent Stock Issuance (the “Parent Stock Issuance Approval”) and (ii) the affirmative vote (in person or by proxy) of the holders of a majority of the outstanding shares of Parent Common Stock entitled to vote on the adoption of the Charter Amendment (the “Parent Charter Approval” and, collectively with the Parent Stock Issuance Approval, the “Parent Stockholder Approval”)) are is the only votes or approvals vote of the holders of any class or series of the capital stock of Parent necessary to approve the Parent Stock Issuance, adopt the Charter Amendment and no other vote of holders of any securities of Parent or its Subsidiaries is necessary to approve and consummate the transactions contemplated by this Agreement. (d) The Board of Directors of Parent Conflicts Committee, by unanimous vote, has unanimously (i) determined that this Agreement and the transactions contemplated by this Agreement Agreement, including the Merger and the Parent Stock Issuance, are in the best interests of Parent and its stockholdersthe Parent Stockholders, (ii) approved this Agreement and declared advisable the transactions contemplated by this Agreement, including the Charter Amendment Merger and the Parent Stock Issuance Issuance, on the terms and subject to the conditions set forth in this Agreement, (iii) resolved recommended to submit the Charter Amendment Parent Board the approval by the Parent Board of this Agreement and the transactions contemplated by this Agreement, including the Merger and the Parent Stock Issuance, on the terms and subject to the conditions set forth in this Agreement, and (iv) resolved, and recommended that the Parent Board resolve, to (x) direct that the Parent Stock Issuance be submitted to a vote of Parent’s stockholders and recommend the adoption Parent Stockholders for approval at a special meeting of the Charter Amendment Parent Stockholders, and (y) recommend approval of the Parent Stock Issuance by the Parent Stockholders at the Parent Special Meeting. (e) Following receipt of the recommendation of the Parent Conflicts Committee, at a meeting duly called and held, the Parent Board (acting in part based upon the recommendation of the Parent Conflicts Committee), by unanimous vote, (i) determined that this Agreement and the transactions contemplated by this Agreement, including the Merger and the Parent Stock Issuance, are in the best interests of Parent and the Parent Stockholders, (ii) approved this Agreement and the transactions contemplated by this Agreement, including the Merger and the Parent Stock Issuance, on the terms and subject to the conditions set forth in this Agreement, (iii) directed that the Parent Stock Issuance be submitted to a vote of the Parent Stockholders for approval at the Parent Special Meeting and (iv) resolved to recommend approval of the Parent Stock Issuance by the Parent Stockholders at the Parent Special Meeting.

Authority; Noncontravention; Voting Requirements. (a) Each of Parent Parent, Holdings and Merger Sub has all necessary entity power and authority to execute and deliver this Agreement and to consummate the transactions contemplated by this Agreement, subject to obtaining the Parent Stockholder Approval in the case of Parent. The execution, delivery and performance by Parent each of Parent, Holdings and Merger Sub of this Agreement, the Transaction Documents to which it is a party and the consummation of the transactions contemplated by this Agreementthe Transaction Documents to which it is a party, have been been, as applicable, duly authorized and approved by Merger Sub the Parent Board, for and Parent, as its sole member, and by the Board of Directors on behalf of Parent, andand the Holdings Board, except for obtaining the Parent Stockholder Approval in the case and on behalf of ParentHoldings and Merger Sub, as applicable, and no other entity action on the part of Parent and Parent, Holdings or Merger Sub is necessary to authorize the execution, delivery and performance by Parent Xxxxxx, Holdings and Merger Sub of this Agreement the Transaction Documents and the consummation of the transactions contemplated by this Agreementhereby and thereby. This Agreement has been duly executed and delivered by Parent each of Parent, Holdings and Merger Sub and, assuming due authorization, execution and delivery of this Agreement by the other parties hereto hereto, constitutes a legal, valid and binding obligation of each of Parent Parent, Holdings and Merger Sub, enforceable against each of them in accordance with its terms; provided that the enforceability thereof , except as such enforcement may be limited by (i) the Enforceability Exceptions. The Parent Board has taken all necessary action so that any Takeover Laws applicable bankruptcyto Parent or any of its Subsidiaries do not, insolvencyand will not, fraudulent transferapply to this Agreement and the consummation of the transactions contemplated by this Agreement, reorganization, moratorium or similar laws from time to time in effect affecting creditors’ rights including the Merger and remedies generally and by general principles of equity (regardless of whether such principles are considered in a proceeding in equity or at law) and (ii) public policy, applicable law relating to fiduciary duties and indemnification and an implied covenant of good faith and fair dealingthe Parent Stock Issuance. (b) Neither the execution and delivery of this Agreement by Parent Parent, Holdings and Merger Sub, nor the consummation by Parent Parent, Holdings and Merger Sub of the transactions contemplated by this Agreement, nor compliance by Parent Parent, Holdings and Merger Sub with any of the terms or provisions of this Agreement, will (i) assuming the Parent Stockholder Approval is obtainedcontravene, conflict with or with, violate any provision of, result in any breach of, or require the consent of any Person under, the terms, conditions or provisions of the Parent’s certificate of incorporation and by-laws Parent Organizational Documents or any of the Organizational Documents of Holdings, Merger Sub or any of Parent’s other material Subsidiaries, (ii) assuming that the authorizations, consents and approvals referred to in Section 4.4 5.4 are obtained, the amendments, restatements, amendments and restatements, replacements, terminations, waivers, consents and/or other modifications referred to in Section 5.3(b) of the Parent Stockholder Approval Disclosure Schedule are obtained effective on or prior to the Closing Date, and the filings referred to in Section 4.4 5.4 are made, (xA) contravene, violate or conflict with any Law, judgment, writ or injunction of any Governmental Authority applicable to Parent or any of its Subsidiaries or any of their respective properties or assets, or (yB) violate, conflict with, result in the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, give rise to a right to receive a change of control payment (or similar payment) under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of, Parent or any of its Subsidiaries under, any of the terms, conditions or provisions of any Contract or Parent Permit to which Parent or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected or (iii) result in the exercisability of any right to purchase or acquire any material asset of Parent or any of its Subsidiaries, except, in the case of clause (ii)) or clause (iii) of this sentence, for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations payments, accelerations, Liens or Liens rights that have not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (ic) The affirmative No vote (in person or by proxy) of the holders of a majority of the aggregate voting power present at the Parent Stockholder Meeting or any adjournment or postponement thereof to approve the Parent Stock Issuance (the “Parent Stock Issuance Approval”) and (ii) the affirmative vote (in person or by proxy) of the holders of a majority of the outstanding shares of Parent Common Stock entitled to vote on the adoption of the Charter Amendment (the “Parent Charter Approval” and, collectively with the Parent Stock Issuance Approval, the “Parent Stockholder Approval”)) are the only votes or approvals approval of the holders of any class or series of the capital stock of Parent is necessary to approve the Parent Stock Issuance, adopt the Charter Amendment and approve and consummate the Issuance or any other transactions contemplated by this Agreementhereby. (d) The Board of Directors of Parent has unanimously Board, by unanimous vote, (i) determined that this Agreement and the transactions contemplated by this Agreement hereby, including the Merger and the Parent Stock Issuance, are in the best interests of Parent and its stockholders, the Parent Stockholders and (ii) approved and declared advisable this Agreementauthorized the execution and delivery of the Transaction Documents and the consummation of the transactions contemplated hereby and thereby, including the Charter Amendment Merger and the Parent Stock Issuance Issuance, on the terms and (iii) resolved subject to submit the Charter Amendment and conditions set forth in the Parent Stock Issuance to a vote of Parent’s stockholders and recommend the adoption of the Charter Amendment and approval of the Parent Stock IssuanceTransaction Documents.

Authority; Noncontravention; Voting Requirements. (a) Each of Parent and Merger Sub has all necessary entity power and authority to execute and deliver this Agreement, the Statutory Merger Agreement and to consummate the transactions contemplated by this Agreementand, subject to obtaining the Parent Stockholder Approval in Shareholder Approval, to perform its obligations hereunder and to consummate the case of ParentTransactions. The execution, delivery and performance by Parent and Merger Sub of this Agreement and the Statutory Merger Agreement, and the consummation by Parent and Merger Sub of the transactions contemplated by this AgreementTransactions, have been duly and unanimously authorized and approved by Merger Sub and Parent, as its sole member, and by the Board Boards of Directors of ParentParent and Merger Sub, and, and except for obtaining the Parent Stockholder Approval in the case of ParentShareholder Approval, no other entity corporate action on the part of Parent and or Merger Sub is necessary to authorize the execution, delivery and performance by Parent and Merger Sub of this Agreement and the Statutory Merger Agreement and the consummation by Parent and Merger Sub of the transactions contemplated Transactions, other than executing and delivering the Statutory Merger Agreement, the filing of the Merger Application with the Registrar pursuant to the Bermuda Companies Act and the approval of this Agreement by Parent in its capacity as sole shareholder of Merger Sub (which approval shall be provided by the written consent of Parent immediately following execution of this Agreement). This Agreement has been duly executed and delivered by Parent and Merger Sub and, assuming due authorization, execution and delivery of this Agreement hereof by the other parties hereto Company, constitutes a legal, valid and binding obligation of each of Parent and Merger Sub, enforceable against each of them in accordance with its terms; provided that , subject to the enforceability thereof may be limited by Bankruptcy and Equity Exception. The Board of Directors of each of Parent and Merger Sub has unanimously (i) applicable bankruptcydetermined that the Merger Consideration constitutes fair value for each Company Share in accordance with the Bermuda Companies Act, insolvency, fraudulent transfer, reorganization, moratorium or similar laws from time to time in effect affecting 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) and (ii) public policydetermined that the Merger, applicable law relating on the terms and subject to fiduciary duties the conditions set forth herein, is fair to, and indemnification in the best interests of, Parent and an implied covenant of good faith Merger Sub and fair dealingtheir respective shareholders and (iii) adopted resolutions that have approved and declared advisable this Agreement, the Statutory Merger Agreement and the Merger, and such resolutions have not been subsequently rescinded, modified or withdrawn in any way. (b) Neither the execution and delivery of this Agreement or the Statutory Merger Agreement by Parent and Merger Sub, nor the consummation by Parent and or Merger Sub of the transactions contemplated by this AgreementTransactions, nor performance or compliance by Parent and or Merger Sub with any of the terms or provisions of this Agreementhereof, will (i) assuming the Parent Stockholder Approval is obtainedcontravene, conflict with or violate any provision of the Parent’s certificate or articles of incorporation and byincorporation, code of regulations, bye-laws laws, memorandum of association or other comparable charter or organizational documents of (A) Parent or Merger Sub or (B) any of the Organizational Documents of Parent’s material Subsidiaries, other Subsidiaries or (ii) assuming (A) compliance with the matters set forth in Section 3.03(c) (other than Section 3.03(c)(ii)(A)) (and assuming the accuracy of the representations and warranties made in Section 3.03(c)), (B) that the actions described in Section 4.03(a) have been completed, (C) that the authorizations, consents and approvals referred to in Section 4.4 4.04 and, in the case of Merger Sub, the approval of this Agreement, the Statutory Merger Agreement and the Merger by Parent Stockholder Approval in its capacity as sole shareholder of Merger Sub are obtained and (D) that the filings referred to in Section 4.4 4.04 are mademade and any waiting periods thereunder have terminated or expired, in the case of each of the foregoing clauses (A) through (D), prior to the Effective Time, (x) violate any Law, judgment, writ or injunction of any Governmental Authority Law applicable to Parent or any of its Subsidiaries or any of their respective properties or assetsSubsidiaries, or (y) violate, conflict with, result in the loss of any benefit under, violate or constitute a breach or default (with or an event which, with without notice or lapse of time, time or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of, Parent or any of its Subsidiaries under, under any of the terms, conditions or provisions of any Contract or Permit to which Parent or any of its Subsidiaries is a party, party or by which they any of the assets or properties of Parent or its Subsidiaries, as applicable, are bound, or give rise to any right to terminate, cancel, amend, modify or accelerate Parent’s or any of their respective properties its Subsidiaries’ rights or assets may be bound or affected obligations under any such Contract or (iiiz) result in the exercisability creation of any right to purchase Lien on any properties or acquire any material asset assets of Parent or any of its Subsidiaries, Subsidiaries except, in the case of clause (i)(B) and clause (ii), for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations or Liens that have not had and as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (ic) The affirmative vote (Subject to the voting cutback provisions contained in person or by proxy) bye-law 63 of the holders of a majority of the aggregate voting power present at the Parent Stockholder Meeting or any adjournment or postponement thereof to approve the Parent Stock Issuance (the “Parent Stock Issuance Approval”) and (ii) Bye-Laws, the affirmative vote (in person or by proxy) of the holders of a majority of the outstanding shares of Parent Common Stock entitled to vote on the adoption votes of the Charter Amendment Parent Shares cast to approve the Parent Share Issuance (the “Parent Charter Shareholder Approval” and, collectively with ”) is the only vote of the holders of the Parent Stock Issuance ApprovalShares necessary to consummate the Transactions. The approval of this Agreement, the “Merger and the Statutory Merger Agreement by Parent Stockholder Approval”)in its capacity as sole shareholder of Merger Sub (which approval shall be provided by the written consent of Parent as contemplated by Section 5.13) are is the only votes vote or approvals approval of the holders of any class or series of the capital stock of Parent Merger Sub that is necessary to approve the Parent Stock Issuance, adopt the Charter Amendment and approve and consummate the transactions contemplated by this Agreement, the Statutory Merger Agreement and the Merger. (d) The Board of Directors of Parent has unanimously (i) determined that this Agreement the Merger and Parent Share Issuance, on the transactions contemplated by this Agreement are terms and subject to the conditions set forth herein, is fair to, and in the best interests of Parent of, the Company and its stockholdersshareholders, (ii) approved and declared advisable this Agreement, the Charter Amendment Statutory Merger Agreement, the Transactions and the Parent Stock Share Issuance and (iii) resolved resolved, subject to submit the Charter Amendment and the Parent Stock Issuance Section 5.03(c), to a vote of Parent’s stockholders and recommend the adoption of the Charter Amendment and approval of the Parent Stock IssuanceShare Issuance (such recommendation, the “Parent Board Recommendation”).

Authority; Noncontravention; Voting Requirements. (a) Each of Parent and Merger Sub The Company has all necessary entity corporate power and authority to terminate the Prior Merger Agreement, pay the “Go-Shop Termination Fee” (as defined in the Prior Merger Agreement) and the “Parent Expenses” (as defined in the Prior Merger Agreement), execute and deliver this Agreement and to consummate the transactions contemplated by this Agreementand, subject to obtaining the Parent Company Stockholder Approval Approval, to perform its obligations hereunder and to consummate the Transactions. The termination of the Prior Merger Agreement, the payment of the “Go-Shop Termination Fee” (as defined in the case of Parent. The Prior Merger Agreement) and the “Parent Expenses” (as defined in the Prior Merger Agreement), the execution, delivery and performance by Parent and Merger Sub the Company of this Agreement, and the consummation by it of the transactions contemplated by this AgreementTransactions, have been duly authorized and approved by Merger Sub and Parent, as its sole memberBoard of Directors, and by no other corporate action on the Board part of Directors the Company is necessary to authorize the termination of Parentthe Prior Merger Agreement, the payment of the “Go-Shop Termination Fee” (as defined in the Prior Merger Agreement) and the “Parent Expenses” (as defined in the Prior Merger Agreement), and, except for obtaining the Parent Company Stockholder Approval in the case of ParentApproval, no other entity action on the part of Parent and Merger Sub is necessary to authorize the execution, delivery and performance by Parent and Merger Sub the Company of this Agreement and the consummation by it of the transactions contemplated by this AgreementTransactions. This Agreement has been duly executed and delivered by Parent and Merger Sub the Company and, assuming due authorization, execution and delivery of this Agreement hereof by the other parties hereto hereto, constitutes a legal, valid and binding obligation of each of Parent and Merger Subthe Company, enforceable against each of them the Company in accordance with its terms; provided , except that the such enforceability thereof (i) may be limited by (i) applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or and other similar laws from time of general application affecting or relating to time in effect affecting the enforcement of creditors’ rights and remedies generally and by (ii) is subject to general principles of equity (regardless of equity, whether such principles are considered in a proceeding at law or in equity or at law) (the “Bankruptcy and (ii) public policy, applicable law relating to fiduciary duties and indemnification and an implied covenant of good faith and fair dealingEquity Exception”). (b) The Board of Directors of the Company has unanimously (i) determined in accordance with Section 5.2 of the Prior Merger Agreement that the Merger and the consummation of the transactions contemplated hereby constitute a “Superior Proposal” (as defined in the Prior Merger Agreement); (ii) determined that failure to enter into this Agreement would be inconsistent with the directors’ fiduciary duties under applicable Law; (iii) determined that the termination of the Prior Merger Agreement (in accordance with Section 7.1(d)(ii) of the Prior Merger Agreement), the payment of the “Go-Shop Termination Fee” (as defined in the Prior Merger Agreement) and the “Parent Expenses” (as defined in the Prior Merger Agreement), and the Merger are fair to, and in the best interests of, the Company and its stockholders, (iv) declared advisable this Agreement and the Merger and the Transactions, (v) approved the termination of the Prior Merger Agreement, the payment of the “Go-Shop Termination Fee” (as defined in the Prior Merger Agreement) and the “Parent Expenses” (as defined in the Prior Merger Agreement), and the entry into this Agreement and the Merger and the Transactions and (vi) resolved, subject to Section 5.2, to recommend adoption of this Agreement to the holders of Company Common Stock. The Board of Directors of the Company has directed that this Agreement be submitted to the holders of Company Common Stock for their adoption. The only vote of the stockholders of the Company required to adopt this Agreement and approve the transactions contemplated hereby is the Company Stockholder Approval. (c) At a meeting duly called and held and at which all directors were present, the Board of Directors of the Company has unanimously (i) determined in accordance with Section 5.2 of the Prior Merger Agreement that the Merger and the consummation of the transactions contemplated hereby constitute a “Superior Proposal” (as defined in the Prior Merger Agreement); (ii) approved the termination of the Prior Merger Agreement and the payment of the “Go-Shop Termination Fee” (as defined in the Prior Merger Agreement) and the “Parent Expenses” (as defined in the Prior Merger Agreement), (iii) approved and declared advisable this Agreement and the Transactions, including the Merger, (iv) determined that the termination of the Prior Merger Agreement and the payment of the “Go-Shop Termination Fee” (as defined in the Prior Merger Agreement) and the “Parent Expenses” (as defined in the Prior Merger Agreement), the entry into this Agreement and the transactions contemplated hereby, upon the terms and conditions contained herein, are fair and in the best interests of the Company and the holders of Company Common Stock, and (v) resolved, subject to Section 5.2, to recommend that stockholders of the Company adopt this Agreement and that, subject to Section 5.3(a), such matter be submitted for consideration at the Company Stockholders Meeting. (d) Neither the execution and delivery of this Agreement by Parent and Merger Sub, the Company nor the consummation by Parent and Merger Sub the Company of the transactions contemplated by this AgreementTransactions, nor performance or compliance by Parent and Merger Sub the Company with any of the terms or provisions of this Agreementhereof, will (i) assuming the Parent Stockholder Approval is obtained, conflict with or violate any provision of the Parent’s certificate Company Charter Documents or of incorporation and by-laws or the similar organizational documents of any of the Organizational Documents of ParentCompany’s material Subsidiaries, Subsidiaries or (ii) assuming that the authorizations, consents and approvals referred to in Section 4.4 3.4 and the Parent Company Stockholder Approval are obtained and the filings referred to in Section 4.4 3.4 are made, (x) violate any Law, judgment, writ or injunction of any Governmental Authority applicable to Parent the Company or any of its Subsidiaries or any of their respective properties or assetsSubsidiaries, or (y) violate, conflict with, result in the loss of any benefit under, violate or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of, Parent or any of its Subsidiaries under, under any of the terms, conditions or provisions of any Contract loan or Permit credit agreement, debenture, note, bond, mortgage, indenture, deed of trust, lease, sublease, license, contract or other agreement (each, a “Contract”) to which Parent the Company or any of its Subsidiaries is a partyparty or accelerate the Company’s or, if applicable, its Subsidiaries’, obligations under any such Contract, or by which they or any of their respective properties or assets may be bound or affected or (iiiz) result in the exercisability creation of any right to purchase Lien on any properties or acquire any material asset assets of Parent the Company or any of its Subsidiaries, except, in the case of clause (ii), for such violations, conflicts, losses, defaults, terminations, cancellations, defaults or accelerations or Liens that have not had and as would not reasonably be expected to have, individually or in the aggregate, have a Parent Material Adverse Effect. Neither the execution and delivery of this Agreement by the Company nor the consummation by the Company of the Transactions, nor performance or compliance by the Company with any of the terms or provisions hereof, will violate or constitute a default under any of the terms, conditions or provisions of the Prior Merger Agreement. (ie) The affirmative vote (in person or by proxy) of the holders of a majority of the aggregate voting power present at the Parent Stockholder Meeting or any adjournment or postponement thereof to approve the Parent Stock Issuance (the “Parent Stock Issuance Approval”) and (ii) the affirmative vote (in person or by proxy) of the holders of a majority of the outstanding shares of Parent Company Common Stock entitled to vote on at the Company Stockholders Meeting, or any adjournment or postponement thereof, in favor of the adoption of the Charter Amendment this Agreement (the “Parent Charter Approval” and, collectively with the Parent Stock Issuance Approval, the “Parent Company Stockholder Approval”)) are is the only votes vote or approvals approval of the holders of any class or series of the capital stock of Parent the Company or any of its Subsidiaries which is necessary to approve the Parent Stock Issuance, adopt the Charter Amendment and approve and consummate the transactions contemplated by this Agreement. (d) The Board of Directors of Parent has unanimously (i) determined that this Agreement and approve the transactions contemplated by this Agreement are in the best interests of Parent and its stockholders, (ii) approved and declared advisable this Agreement, the Charter Amendment and the Parent Stock Issuance and (iii) resolved to submit the Charter Amendment and the Parent Stock Issuance to a vote of Parent’s stockholders and recommend the adoption of the Charter Amendment and approval of the Parent Stock IssuanceTransactions.

Authority; Noncontravention; Voting Requirements. (a) Each of Parent ETP and Merger Sub has ETP Managing GP have all necessary entity power and authority to execute and deliver this Agreement and to consummate the transactions contemplated by this Agreementhereby, including the Merger, subject to obtaining the Parent Stockholder ETP Unitholder Approval in the case of Parentand ETP Unaffiliated Unitholder Approval. The execution, delivery and performance by Parent ETP and Merger Sub ETP Managing GP of this Agreement, and the consummation of the transactions contemplated by this Agreementhereby, including the Merger, have been duly authorized and approved by Merger Sub the ETP Managing GP Board, which, at a meeting duly called and Parentheld, as its sole memberhas, on behalf of ETP and ETP GP, (i) approved and declared advisable this Agreement and the transactions contemplated hereby, including the Merger, and (ii) resolved to submit the Agreement to a vote of the ETP Limited Partners and to recommend adoption of this Agreement and the transactions contemplated hereby by the Board of Directors of ParentETP Limited Partners, and, and except for obtaining the Parent Stockholder ETP Unitholder Approval in for the case adoption of Parentthis Agreement, and consummation of the transactions contemplated hereby, no other entity action on the part of Parent and Merger Sub ETP or ETP Managing GP is necessary to authorize the execution, delivery and performance by Parent and Merger Sub ETP or ETP Managing GP of this Agreement and the consummation of the transactions contemplated by this Agreementhereby, including the Merger. This Agreement has been duly executed and delivered by Parent ETP and Merger Sub ETP Managing GP and, assuming due authorization, execution and delivery of this Agreement by the other parties hereto hereto, this Agreement constitutes a the legal, valid and binding obligation of each of Parent ETP and Merger SubETP Managing GP, enforceable against each of them in accordance with its terms; provided that the enforceability thereof may be limited by (i) applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar laws from time to time in effect affecting 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) and (ii) public policy, applicable law relating to fiduciary duties and indemnification and an implied covenant of good faith and fair dealing. (b) Neither the execution and delivery of this Agreement by Parent and Merger Sub, ETP or ETP Managing GP nor the consummation by Parent and Merger Sub ETP or ETP Managing GP of the transactions contemplated by this Agreementhereby, nor compliance by Parent and Merger Sub ETP or ETP Managing GP with any of the terms or provisions of this Agreement, will (i) assuming that the Parent Stockholder ETP Unitholder Approval is obtained, conflict with or violate any provision of the Parent’s certificate of incorporation and by-laws ETP Charter Documents, the ETP GP Charter Documents, the ETP Managing GP Charter Documents or any of the Organizational Documents of Parent’s material SubsidiariesETP Subsidiary Documents, (ii) assuming that the authorizations, consents and approvals referred to in Section 4.4 3.4 and the Parent Stockholder ETP Unitholder Approval are obtained and the filings referred to in Section 4.4 3.4 are made, (x) violate any Law, judgment, writ or injunction of any Governmental Authority applicable to Parent ETP Managing GP, ETP or any of its their respective Subsidiaries or any of their respective properties or assets, or (y) violate, conflict with, result in the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of, Parent ETP or any of its Subsidiaries under, under any of the terms, conditions or provisions of any Contract loan or credit agreement, debenture, note, bond, mortgage, indenture, deed of trust, license, lease, contract or other agreement, instrument or obligation (each, a “Contract”), or ETP Permit (including any Environmental Permit) to which Parent ETP or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected or (iii) result in the exercisability of any right to purchase or acquire any material asset of Parent ETP or any of its Subsidiaries, except, in the case of clause clauses (iiii)(x) and (ii)(y), for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations or Liens that have not had and would not reasonably be expected to haveas, individually or in the aggregate, a Parent would not reasonably be expected to have an ETP Material Adverse Effect. (ic) The affirmative vote (in person or by proxy) consent of the holders of a majority of the aggregate voting power present Unit Majority at the Parent Stockholder ETP Unitholders Meeting or any adjournment or postponement thereof to approve in favor of the Parent Stock Issuance adoption of this Agreement and the transactions contemplated hereby (the “Parent Stock Issuance ETP Unitholder Approval”) and (ii) the affirmative vote (in person or by proxy) of the holders of a majority of the outstanding shares of Parent Common Stock entitled to vote on the adoption of the Charter Amendment (the “Parent Charter Approval” and, collectively with the Parent Stock Issuance Approval, the “Parent Stockholder Approval”)) are is the only votes vote or approvals approval of the holders of any class or series of the ETP Partnership Interests or other partnership interests, equity interests or capital stock of Parent ETP or any of its Subsidiaries which is necessary to approve the Parent Stock Issuance, adopt the Charter Amendment and approve and consummate the transactions contemplated by this Agreement. (d) The Board of Directors of Parent has unanimously (i) determined that this Agreement and the transactions contemplated by this hereby in accordance with the ETP Partnership Agreement are in the best interests of Parent and its stockholders, (ii) approved and declared advisable this Agreement, the Charter Amendment and the Parent Stock Issuance and (iii) resolved to submit the Charter Amendment and the Parent Stock Issuance to a vote of Parent’s stockholders and recommend the adoption of the Charter Amendment and approval of the Parent Stock Issuanceor applicable Law.

Authority; Noncontravention; Voting Requirements. (a) Each of Parent AGM, Tango Holdings, AGM Merger Sub and AHL Merger Sub has all necessary entity power and authority to execute and deliver this Agreement (and to consummate in the transactions contemplated by this case of the Statutory Merger Agreement, Tango Holdings and the AHL Merger Sub), and, subject to obtaining the Parent AGM Stockholder Approval in Approval, to perform its obligations hereunder and to consummate the case of ParentTransactions. The execution, delivery and performance by Parent AGM, Tango Holdings, AGM Merger Sub and AHL Merger Sub of this Agreement (and in the case of the Statutory Merger Agreement, Tango Holdings and the AHL Merger Sub), and the consummation by AGM, Tango Holdings, AGM Merger Sub and AHL Merger Sub of the transactions contemplated by this AgreementTransactions, have been duly and authorized and approved by the Boards of Directors of AGM, Tango Holdings, AGM Merger Sub and Parent, as its sole memberAHL Merger Sub, and by the Board of Directors of Parent, and, except for obtaining the Parent AGM Stockholder Approval in the case of ParentApproval, no other entity corporate action on the part of Parent AGM, Tango Holdings, AGM Merger Sub and AHL Merger Sub is necessary to authorize the execution, delivery and performance by Parent AGM, Tango Holdings, AGM Merger Sub and AHL Merger Sub of this Agreement (and in the case of the Statutory Merger Agreement, no other corporate action on the part of Tango Holdings and the AHL Merger Sub is necessary to authorize the execution, delivery and performance by AGM, Tango Holdings and AHL Merger Sub of this Agreement) and the consummation by AGM, Tango Holdings, AGM Merger Sub and AHL Merger Sub of the transactions contemplated Transactions, other than executing and delivering the Statutory Merger Agreement, the filing of the AGM Certificate of Merger pursuant to the DGCL, any of the matters set forth on Schedule I, the filing of the Merger Application with the Registrar pursuant to the Bermuda Companies Act and the approval of this Agreement by Tango Holdings in its capacity as sole shareholder of AHL Merger Sub (which approval shall be provided by the written consent of Tango Holdings immediately following execution of this Agreement). This Agreement has been duly executed and delivered by Parent and AGM, Tango Holdings, AGM Merger Sub and AHL Merger Sub, and, assuming due authorization, execution and delivery of this Agreement hereof by the other parties hereto AHL, constitutes a legal, valid and binding obligation of each of Parent AGM, Tango Holdings, AGM Merger Sub and AHL Merger Sub, enforceable against each of them in accordance with its terms; provided that , subject to the enforceability thereof may be limited by Bankruptcy and Equity Exception. The Board of Directors of each of AGM, Tango Holdings, AGM Merger Sub and AHL Merger Sub has (i) applicable bankruptcydetermined that the Mergers, insolvencyon the terms and subject to the conditions set forth herein, fraudulent transferare fair to, reorganizationand in the best interests of, moratorium or similar laws from time to time in effect affecting creditors’ rights AGM, Tango Holdings, AGM Merger Sub and remedies generally AHL Merger Sub and by general principles of equity (regardless of whether such principles are considered in a proceeding in equity or at law) their respective shareholders and (ii) public policyadopted resolutions that have approved and declared advisable this Agreement and the Transactions contemplated hereby, applicable law relating to fiduciary duties and indemnification and an implied covenant of good faith and fair dealingsuch resolutions have not been subsequently rescinded, modified or withdrawn in any way. (b) Neither the execution and delivery of this Agreement by Parent AGM, AGM Merger Sub and AHL Merger Sub or the Statutory Merger Agreement by AHL Merger Sub, nor the consummation by Parent AGM, AGM Merger Sub and AHL Merger Sub of the transactions contemplated by this AgreementTransactions, nor performance or compliance by Parent and AGM, AGM Merger Sub or AHL Merger Sub with any of the terms or provisions of this Agreementhereof, will (i) assuming the Parent Stockholder Approval is obtainedcontravene, conflict with or violate any provision of the Parent’s certificate or articles of incorporation and byincorporation, code of regulations, bye-laws laws, memorandum of association or other comparable charter or organizational documents of (A) AGM, AGM Merger Sub or AHL Merger Sub or (B) any of the Organizational Documents of ParentAGM’s material Subsidiaries, other Subsidiaries or (ii) assuming (A) compliance with the matters set forth in Section 3.03(c) (other than Section 3.03(c)(ii)(A)) (and assuming the accuracy of the representations and warranties made in Section 3.03(c)), (B) that the actions described in Section 4.03(a) have been completed, (C) that the authorizations, consents and approvals referred to in Section 4.4 4.04 and, in the case of AHL Merger Sub, the approval of the Statutory Merger Agreement and in the case of AGM Merger Sub and AHL Merger Sub, the approval of this Agreement and the Parent Stockholder Approval Mergers, in each case, by Tango Holdings in its capacity as sole shareholder of AGM Merger Sub and AHL Merger Sub are obtained and (D) that the filings referred to in Section 4.4 4.04 are mademade and any waiting periods thereunder have terminated or expired, in the case of each of the foregoing clauses (A) through (D), prior to the AHL Effective Time, (x) violate any Law, judgment, writ or injunction of any Governmental Authority Law applicable to Parent AGM or any of its Subsidiaries or any of their respective properties or assetsSubsidiaries, or (y) violate, conflict with, result in the loss of any benefit under, violate or constitute a breach or default (with or an event which, with without notice or lapse of time, time or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of, Parent or any of its Subsidiaries under, under any of the terms, conditions or provisions of any Contract or Permit to which Parent AGM or any of its Subsidiaries is a party, party or by which they or any of their respective the assets or properties of AGM or assets may be bound its Subsidiaries, as applicable, are bound, or affected or (iii) result in the exercisability of give rise to any right to purchase terminate, cancel, amend, modify or acquire any material asset of Parent accelerate AGM’s or any of its Subsidiaries, ’ rights or obligations under any such Contract or (z) result in the creation of any Lien on any properties or assets of AGM or any of its Subsidiaries except, in the case of clause (iii)(B) and clause (ii)(x), for such violations(y) and (z), conflicts, losses, defaults, terminations, cancellations, accelerations or Liens that have not had and as would not reasonably be expected to have, individually or in the aggregate, a Parent AGM Material Adverse Effect. (ic) The affirmative vote (in person or by proxy) of the holders of a majority in voting power of the aggregate outstanding AGM Shares and AGM Class B Common Stock, voting power present at the Parent Stockholder Meeting or any adjournment or postponement thereof together as a single class, entitled to approve the Parent Stock Issuance vote thereon (the “Parent Stock Issuance Approval”) and (ii) the affirmative vote (in person or by proxy) of the holders of a majority of the outstanding shares of Parent Common Stock entitled to vote on the adoption of the Charter Amendment (the “Parent Charter Approval” and, collectively with the Parent Stock Issuance Approval, the “Parent AGM Stockholder Approval”)) are , together with the Class C Stockholder Approval, is the only votes vote of, or approvals approval by, the holders of the AGM Shares necessary to consummate the Transactions. The approval of this Agreement by Tango Holdings in its capacity as sole shareholder of AGM Merger Sub and AHL Merger Sub (which approval shall be provided by the written consent of Tango Holdings as contemplated by Section 5.12) is the only vote or approval of the holders of any class or series of the capital stock of Parent AGM Merger Sub and AHL Merger Sub that is necessary to approve this Agreement and the Parent Stock Issuance, adopt the Charter Amendment and approve and consummate the transactions contemplated by this AgreementAGM Merger. (d) The Board of Directors of Parent AGM has unanimously (i) approved the AGM Merger and this Agreement, (ii) determined that the terms of this Agreement and the transactions contemplated by this Agreement are is in the best interests of Parent and fair to AGM and its stockholders, (iiiii) approved and declared advisable the advisability of this Agreement, the Charter Amendment Agreement and the Parent Stock Issuance AGM Merger and (iiiiv) resolved resolved, subject to submit the Charter Amendment and the Parent Stock Issuance Section 5.03(c), to a vote of Parent’s stockholders and recommend the adoption of the Charter Amendment and approval of the Parent Stock IssuanceAGM Merger and this Agreement to its stockholders (such recommendation, the “AGM Board Recommendation”).