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

Authority; Noncontravention; Voting Requirements. (a) Each of Parent, Merger Sub Two and Merger Sub Three has all necessary entity power and authority to execute and deliver this Agreement and, subject to obtaining (i) the Parent Stockholder Approval, (ii) approval by the board of directors and stockholder of New EP with respect to the Third Merger and (iii) approval by the sole member of Merger Sub Three, to perform their respective obligations hereunder and to consummate the Transactions. The execution, delivery and performance by Parent, Merger Sub Two and Merger Sub Three of this Agreement, and the consummation by Parent, Merger Sub Two and Merger Sub Three of the Transactions, have been duly authorized and approved by the Parent Board and the board of directors of Merger Sub Two and the sole member of Merger Sub Three (and prior to the Second Effective Time will be adopted by Parent as the sole stockholder of Merger Sub Two and the sole member of Merger Sub Three) and, except for obtaining the Parent Stockholder Approval, no other action on the part of Parent, Merger Sub Two and Merger Sub Three is necessary to authorize the execution, delivery and performance by Parent, Merger Sub Two and Merger Sub Three of this Agreement and the consummation by them of the Transactions. This Agreement has been duly executed and delivered by Parent, Merger Sub Two and Merger Sub Three and, assuming due authorization, execution and delivery of this Agreement by the Company, constitutes a legal, valid and binding obligation of each of Parent, Merger Sub Two and Merger Sub Three, enforceable against each of them in accordance with its terms. (b) The Parent Board, at a meeting duly called and held, has (i) approved and declared advisable this Agreement and the Transactions, including the Share Issuance (as defined below) and (ii) resolved to recommend that stockholders of Parent approve the Share Issuance. (c) Neither the execution and delivery of this Agreement by Parent, Merger Sub Two and Merger Sub Three, nor the consummation by Parent, Merger Sub Two and Merger Sub Three of the Transactions, nor compliance by Parent, Merger Sub Two and Merger Sub Three with any of the terms or provisions of this Agreement, will (i) conflict with or violate any provision of the Parent Charter Documents or any of the Parent Subsidiary Documents or (ii) assuming that the authorizations, consents and approvals referred to in Section 4.4 and 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 to which Parent or any of its respective Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected except, in the case of clauses (x) and (y), for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations or Liens as, individually or in the aggregate, would not reasonably be expected to have a Parent Material Adverse Effect. (d) The affirmative vote (in person or by proxy) of the holders of a majority of the aggregate voting power cast at the Parent Stockholders Meeting or any adjournment or postponement thereof to approve the issuance of shares of Parent Class P Stock (including shares of Parent Class P Stock issuable upon exercise of the Parent Class P Warrants issued in the Second Merger) and the Parent Class P Warrants (the “Share Issuance”) in connection with the Second Merger (the “Parent Stockholder Approval”) is the only vote of the holders of any class or series of the capital stock of Parent necessary to approve the issuance of shares of Parent Class P Stock (including shares of Parent Class P Stock issuable upon exercise of the Parent Class P Warrants issued in the Second Merger) and the Parent Class P Warrants in connection with the Second Merger and the Transactions and to approve and consummate the Transactions contemplated by this Agreement. At all times until the Parent Stockholder Approval is obtained, the shares of capital stock of Parent subject to the Voting Agreement are, and will be, sufficient to obtain the Parent Stockholder Approval. The vote or consent of Parent as the sole stockholder of Merger Sub Two is the only vote or consent of the stockholders of Merger Sub Two necessary to adopt this Agreement and approve the Transactions. The vote or consent of Parent as the sole member of Merger Sub Three is the only vote or consent of the members of Merger Sub Three necessary to adopt this Agreement and approve the Transactions. (e) None of Parent or any of its Subsidiaries holds any capital stock, voting securities or equity interests of the Company 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 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 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 shares of capital stock, voting securities or equity interests. Each of Parent, Merger Sub Two and Merger Sub is not, nor at any time during the last three (3) years has been, an “interested stockholder” of the Company as defined in Section 203 of the DGCL.

Authority; Noncontravention; Voting Requirements. (a) Each of Parent, Merger Sub Two and Merger Sub Three the MLP Entities has all necessary entity power and authority to execute and deliver this Agreement andand to consummate the transactions contemplated hereby, including the Merger and the GP Merger, subject to obtaining (i) the Parent Stockholder Approval, (ii) approval by MLP Unitholder Approval for the board of directors and stockholder of New EP with respect to the Third Merger and (iii) approval by the sole member of Merger Sub Three, to perform their respective obligations hereunder and to consummate the TransactionsMerger. The execution, delivery and performance by Parent, Merger Sub Two and Merger Sub Three the MLP Entities of this Agreement, and the consummation by Parent, Merger Sub Two and Merger Sub Three of the Transactionstransactions contemplated hereby, including the Merger and the GP Merger, have been duly authorized and approved by the Parent Board 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 board of directors of transactions contemplated hereby, including the Merger Sub Two and the sole member GP Merger, and (ii) resolved to submit the Agreement to a vote of Merger Sub Three (the MLP Limited Partners and prior limited partners of MLP GP and to recommend adoption of this Agreement by the Second Effective Time will be adopted by Parent as the sole stockholder of Merger Sub Two MLP Limited Partners, and the sole member of Merger Sub Three) and, except for obtaining the Parent Stockholder ApprovalMLP Unitholder Approval for the adoption of this Agreement, and consummation of the transactions contemplated hereby, no other entity action on the part of Parent, Merger Sub Two and Merger Sub Three the MLP Entities is necessary to authorize the execution, delivery and performance by Parent, Merger Sub Two and Merger Sub Three the MLP Entities of this Agreement and the consummation by them of the Transactionstransactions contemplated hereby, including the Merger and the GP Merger. The limited partners of MLP 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, Merger Sub Two and Merger Sub Three the MLP Entities and, assuming due authorization, execution and delivery of this Agreement by the Companyother parties hereto, constitutes a the legal, valid and binding obligation of each of Parent, Merger Sub Two and Merger Sub Threethe MLP Entities, enforceable against each of them in accordance with its terms. (b) The Parent Board, at a meeting duly called and held, has (i) approved and declared advisable this Agreement and the Transactions, including the Share Issuance (as defined below) and (ii) resolved to recommend that stockholders of Parent approve the Share Issuance. (c) Neither the execution and delivery of this Agreement by Parent, Merger Sub Two and Merger Sub Three, the MLP Entities nor the consummation by Parent, Merger Sub Two and Merger Sub Three the MLP Entities of the Transactionstransactions contemplated hereby, nor compliance by Parent, Merger Sub Two and Merger Sub Three the MLP Entities with any of the terms or provisions of this Agreement, will (i) assuming that the MLP Unitholder Approval is obtained, conflict with or violate any provision of the Parent MLP Charter Documents, the MLP GP Charter Documents, the MLP Managing GP Charter Documents or any of the Parent MLP Subsidiary Documents or Documents, (ii) assuming that the authorizations, consents and approvals referred to in Section 4.4 3.4 and Parent Stockholder the 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 or any of its Subsidiaries under, any of the terms, conditions or provisions of any Contract to which Parent or any of its respective Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected except, in the case of clauses (x) and (y), for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations or Liens as, individually or in the aggregate, would not reasonably be expected to have a Parent Material Adverse Effect. (d) The affirmative vote (in person or by proxy) of the holders of a majority of the aggregate voting power cast at the Parent Stockholders Meeting or any adjournment or postponement thereof to approve the issuance of shares of Parent Class P Stock (including shares of Parent Class P Stock issuable upon exercise of the Parent Class P Warrants issued in the Second Merger) and the Parent Class P Warrants (the “Share Issuance”) in connection with the Second Merger (the “Parent Stockholder Approval”) is the only vote of the holders of any class or series of the capital stock of Parent necessary to approve the issuance of shares of Parent Class P Stock (including shares of Parent Class P Stock issuable upon exercise of the Parent Class P Warrants issued in the Second Merger) and the Parent Class P Warrants in connection with the Second Merger and the Transactions and to approve and consummate the Transactions contemplated by this Agreement. At all times until the Parent Stockholder Approval is obtained, the shares of capital stock of Parent subject to the Voting Agreement are, and will be, sufficient to obtain the Parent Stockholder Approval. The vote or consent of Parent as the sole stockholder of Merger Sub Two is the only vote or consent of the stockholders of Merger Sub Two necessary to adopt this Agreement and approve the Transactions. The vote or consent of Parent as the sole member of Merger Sub Three is the only vote or consent of the members of Merger Sub Three necessary to adopt this Agreement and approve the Transactions. (e) None of Parent or any of its Subsidiaries holds any capital stock, voting securities or equity interests of the Company 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 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 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 shares of capital stock, voting securities or equity interests. Each of Parent, Merger Sub Two and Merger Sub is not, nor at any time during the last three (3) years has been, an “interested stockholder” of the Company as defined in Section 203 of the DGCL.or

Authority; Noncontravention; Voting Requirements. (a) Each of Parent, Merger Sub Two the General Partner and Merger Sub Three has all necessary entity power and authority to execute and deliver this Agreement andand the Support Agreement, subject to obtaining (i) the Parent Stockholder Approvalas applicable, (ii) approval by the board of directors and stockholder of New EP with respect to the Third Merger and (iii) approval by the sole member of Merger Sub Three, to perform their respective obligations hereunder and to consummate the Transactionstransactions contemplated hereby and thereby, as applicable, including the Merger and the payment of the Merger Consideration, as applicable. The execution, delivery and performance by Parent, Merger Sub Two and Merger Sub Three the Sponsor Entities of this Agreement, and the consummation by Parenttransactions contemplated hereby, including the Merger Sub Two and Merger Sub Three the payment of the TransactionsMerger Consideration, as applicable, have been duly authorized and approved by the Parent Board, the General Partner Board and the board of directors of Merger Sub Two and the sole member of Merger Sub Three Sub. The Parent Board has (i) determined that this Agreement and prior to the Second Effective Time will be adopted by Support Agreement and the transactions contemplated hereby and thereby, including the Merger, are in the best interests of Parent and (ii) approved this Agreement and the Support Agreement and the transactions contemplated hereby and thereby, including the Merger. Parent, in its capacity as the sole stockholder of Merger Sub Two and the sole member of Merger Sub ThreeSub, has (a) anddetermined that this Agreement and the transactions contemplated hereby, except for obtaining including the Parent Stockholder ApprovalMerger, no other action on are in the part best interests of Parent, Merger Sub Two and Merger Sub Three is necessary declared it advisable to authorize enter into this Agreement and (b) approved the adoption of this Agreement, the execution, delivery and performance by Parent, Merger Sub Two and Merger Sub Three of this Agreement and the consummation by them transactions contemplated hereby, including the Merger. Parent, in its capacity as the sole member of the Transactions. This General Partner, has (a) determined that this Agreement has been duly executed and delivered by Parentthe transactions contemplated hereby, Merger Sub Two including the Merger, are in the best interests of the General Partner and Merger Sub Three anddeclared it advisable to enter into this Agreement and (b) approved the adoption of this Agreement, assuming due authorizationthe execution, execution delivery and delivery performance of this Agreement by and the Companytransactions contemplated hereby, constitutes a legalincluding the Merger. The General Partner Board has (i) determined that this Agreement and the transactions contemplated hereby, valid including the Merger, are in the best interests of the General Partner and binding obligation of each of Parentdeclared it advisable to consent to and enter into this Agreement and (ii) consented to and approved this Agreement and the transactions contemplated hereby, Merger Sub Two and Merger Sub Three, enforceable against each of them in accordance with its termsincluding the Merger. (b) The Parent Board, at a meeting duly called and held, has (i) approved and declared advisable this Agreement and the Transactions, including the Share Issuance (as defined below) and (ii) resolved to recommend that stockholders of Parent approve the Share Issuance. (c) Neither the execution and delivery of this Agreement or the Support Agreement by Parent, Merger Sub Two and Merger Sub Threea Sponsor Entity, nor the consummation by Parent, Merger Sub Two and Merger Sub Three the Sponsor Entities of the Transactionstransactions contemplated hereby or thereby, nor compliance by Parent, Merger Sub Two and Merger Sub Three the Sponsor Entities with any of the terms or provisions of this Agreement or the Support Agreement, will (i) conflict with or violate any provision of the Parent Charter Documents or any of the Parent Subsidiary Documents or Sponsor Entities, and (ii) assuming that the authorizations, consents and approvals referred to in Section 4.4 and Parent Stockholder Approval 4.3 are obtained and the filings referred to in Section 4.4 4.3 are made, (x) violate any Law, judgment, writ or injunction of any Governmental Authority applicable to Parent or any of its Subsidiaries the Sponsor Entities 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 to which Parent or any of its respective Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected except, in the case of clauses (x) and (y), for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations or Liens as, individually or in the aggregate, would not reasonably be expected to have a Parent Material Adverse Effect. (dc) The affirmative vote (in person or by proxy) of the holders of a majority of the aggregate voting power cast at the Parent Stockholders Meeting or any adjournment or postponement thereof to approve the issuance of shares of Parent Class P Stock (including shares of Parent Class P Stock issuable upon exercise of the Parent Class P Warrants issued in the Second Merger) and the Parent Class P Warrants (the “Share Issuance”) in connection Simultaneously with the Second Merger (the “Parent Stockholder Approval”) is the only vote execution of the holders of any class or series of the capital stock of Parent necessary to approve the issuance of shares of Parent Class P Stock (including shares of Parent Class P Stock issuable upon exercise of the Parent Class P Warrants issued in the Second Merger) and the Parent Class P Warrants in connection with the Second Merger and the Transactions and to approve and consummate the Transactions contemplated by this Agreement. At all times until , Parent has executed and delivered the Parent Stockholder Approval is obtained, the shares of capital stock of Parent subject to the Voting Agreement are, and will be, sufficient to obtain the Parent Stockholder Approval. The vote or consent of Parent as the sole stockholder of Merger Sub Two is the only vote or consent of the stockholders of Merger Sub Two necessary to adopt this Agreement and approve the Transactions. The vote or consent of Parent as the sole member of Merger Sub Three is the only vote or consent of the members of Merger Sub Three necessary to adopt this Agreement and approve the TransactionsSupport Agreement. (e) None of Parent or any of its Subsidiaries holds any capital stock, voting securities or equity interests of the Company 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 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 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 shares of capital stock, voting securities or equity interests. Each of Parent, Merger Sub Two and Merger Sub is not, nor at any time during the last three (3) years has been, an “interested stockholder” of the Company as defined in Section 203 of the DGCL.

Authority; Noncontravention; Voting Requirements. (a) Each of Parentthe Company, Merger Sub Two New EP and Merger Sub Three One has all necessary entity corporate power and authority to execute and deliver this Agreement and, subject to obtaining (i) the Parent Company Stockholder Approval, (ii) approval by the board of directors and stockholder consent of New EP with respect to the Third Merger Conversion following the First Effective Time, and (iii) approval by the sole member Company of Merger Sub Threethe New EP Charter Amendment and the Second Merger, to perform their respective obligations hereunder and to consummate the Transactions. The execution, delivery and performance by Parentthe Company, Merger Sub Two New EP and Merger Sub Three One of this Agreement, and the consummation by Parentthe Company, Merger Sub Two New EP and Merger Sub Three One of the Transactions, have been duly authorized and approved by the Parent Company Board and the board of directors of New EP and Merger Sub Two One, and the sole member of Merger Sub Three (and prior to the Second Effective Time will be adopted by Parent as the sole stockholder of Merger Sub Two and the sole member of Merger Sub Three) and, except for obtaining (i) the Parent Company Stockholder ApprovalApproval for the adoption of this Agreement and the First Merger Agreement, (ii) the consent of New EP to the Conversion following the First Effective Time, and (iii) approval by the Company of the New EP Charter Amendment and the Second Merger, no other corporate action on the part of Parentthe Company, Merger Sub Two New EP and Merger Sub Three One is necessary to authorize the execution, delivery and performance by Parentthe Company, Merger Sub Two New EP and Merger Sub Three One of this Agreement and the consummation by them of the Transactions. This Agreement has been duly executed and delivered by Parentthe Company, Merger Sub Two New EP and Merger Sub Three One and, assuming due authorization, execution and delivery of this Agreement by the Companyother parties hereto, constitutes a legal, valid and binding obligation of each of Parent, Merger Sub Two and Merger Sub Threethe Company, enforceable against each of them in accordance with its terms. (b) The Parent Company Board, at a meeting duly called and held, has unanimously (i) approved and declared advisable this Agreement and the Transactions, including the Share Issuance (as defined below) Transactions and (ii) resolved to recommend that stockholders of Parent approve the Share IssuanceCompany adopt this Agreement. (c) Neither the execution and delivery of this Agreement by Parentthe Company, Merger Sub Two New EP and Merger Sub Three, One nor the consummation by Parentthe Company, Merger Sub Two New EP and Merger Sub Three One of the Transactions, nor compliance by Parentthe Company, Merger Sub Two New EP and Merger Sub Three One with any of the terms or provisions of this Agreement, will (i) conflict with or violate any provision of the Parent Company Charter Documents or any of the Parent Company Subsidiary Documents or (ii) assuming that the authorizations, consents and approvals referred to in Section 4.4 3.4 and Parent the 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 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 Permit, to which Parent the Company or any of its respective Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected except, in the case of clauses (x) and (y), for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations or Liens as, individually or in the aggregate, would not reasonably be expected to have a Parent Company Material Adverse Effect. (d) The affirmative vote (in person or by proxy) of the holders of a majority of the aggregate voting power cast outstanding shares of Company Common Stock at the Parent Company Stockholders Meeting or any adjournment or postponement thereof to approve the issuance of shares of Parent Class P Stock (including shares of Parent Class P Stock issuable upon exercise in favor of the Parent Class P Warrants issued in the Second Merger) adoption of this Agreement and the Parent Class P Warrants First Merger Agreement (the “Share Issuance”) in connection with the Second Merger (the “Parent Company Stockholder Approval”) is the only vote or approval of the holders of any class or series of the capital stock of Parent the Company or (except as provided in the next sentence) any of its Subsidiaries which is necessary to approve the issuance of shares of Parent Class P Stock (including shares of Parent Class P Stock issuable upon exercise of the Parent Class P Warrants issued in the Second Merger) adopt this Agreement and the Parent Class P Warrants in connection with the Second Merger and the Transactions and to approve and consummate the Transactions contemplated by this Agreement. At all times until the Parent Stockholder Approval is obtained, the shares of capital stock of Parent subject to the Voting Agreement are, and will be, sufficient to obtain the Parent Stockholder ApprovalTransactions. The vote or consent of Parent New EP as the sole stockholder of Merger Sub Two the Company following the First Effective Time is the only vote or approval of the holders of any class or series of capital stock of the Company to approve the LLC Conversion. The vote or consent of the Company as the sole stockholder of New EP prior to the First Effective Time is the only vote or consent of the stockholders of Merger Sub Two New EP necessary to adopt this Agreement and approve the Transactions. The vote or consent of Parent New EP as the sole member stockholder of Merger Sub Three One is the only vote or consent of the members stockholders of Merger Sub Three One necessary to adopt this Agreement and approve the Transactions. (e) None of Parent or any of its Subsidiaries holds any capital stock, voting securities or equity interests of the Company 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 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 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 shares of capital stock, voting securities or equity interests. Each of Parent, Merger Sub Two and Merger Sub is not, nor at any time during the last three (3) years has been, an “interested stockholder” of the Company as defined in Section 203 of the DGCL.

Authority; Noncontravention; Voting Requirements. (a) Each of Parent, Merger Sub Two and Merger Sub Three the RMP Entities has all necessary entity power and authority to execute and deliver this Agreement andand to consummate the transactions contemplated hereby, including the Merger and the GP Merger, subject to obtaining (i) the Parent Stockholder Approval, (ii) approval by RMP Unitholder Approval for the board of directors and stockholder of New EP with respect to the Third Merger and (iii) approval by the sole member of Merger Sub Three, to perform their respective obligations hereunder and to consummate the TransactionsMerger. The execution, delivery and performance by Parent, Merger Sub Two and Merger Sub Three the RMP Entities of this Agreement, and the consummation by Parent, Merger Sub Two and Merger Sub Three of the Transactionstransactions contemplated hereby, including the Merger and the GP Merger, have been duly authorized and approved by the Parent Board RMP GP Board, which, at a meeting duly called and held, has, on behalf of RMP and RMP GP, by unanimous vote, in good faith (i) determined that this Agreement and the board of directors of transactions contemplated hereby, including the Merger Sub Two and the sole member GP Merger, are in the best interests of Merger Sub Three (and prior to the Second Effective Time will be adopted by Parent as the sole stockholder of Merger Sub Two RMP and the sole member RMP Unaffiliated Unitholders, (ii) approved this Agreement and the transactions contemplated hereby, including the Merger and the GP Merger, (iii) directed that this Agreement be submitted to a vote of the RMP Limited Partners and (iv) resolved to recommend approval of this Agreement and the Merger Sub Three) andby the RMP Limited Partners, and except for obtaining the Parent Stockholder ApprovalRMP Unitholder Approval for the approval of this Agreement and the Merger, no other entity action on the part of Parent, Merger Sub Two and Merger Sub Three the RMP Entities is necessary to authorize the execution, delivery and performance by Parent, Merger Sub Two and Merger Sub Three the RMP Entities of this Agreement and the consummation by them of the Transactionstransactions contemplated hereby, including the Merger and the GP Merger. Rice Midstream Holdings LLC, as the sole member of RMP GP, has approved this Agreement and the transactions contemplated hereby, including the Merger and the GP Merger. This Agreement has been duly executed and delivered by Parent, Merger Sub Two and Merger Sub Three the RMP Entities and, assuming due authorization, execution and delivery of this Agreement by the Companyother parties hereto, constitutes a the legal, valid and binding obligation of each of Parent, Merger Sub Two and Merger Sub Threethe RMP Entities, enforceable against each of them in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws affecting the enforcement of creditors’ rights and remedies generally and by general principles of equity (whether applied in a Proceeding (as defined herein) at law or in equity) (collectively, the “Enforceability Exceptions”). (b) The Parent Board, at a meeting duly called and held, has (i) approved and declared advisable this Agreement and the Transactions, including the Share Issuance (as defined below) and (ii) resolved to recommend that stockholders of Parent approve the Share Issuance. (c) Neither the execution and delivery of this Agreement by Parent, Merger Sub Two and Merger Sub Three, the RMP Entities nor the consummation by Parent, Merger Sub Two and Merger Sub Three the RMP Entities of the Transactionstransactions contemplated hereby, nor compliance by Parent, Merger Sub Two and Merger Sub Three the RMP Entities with any of the terms or provisions of this Agreement, will (i) assuming that the RMP Unitholder Approval is obtained, conflict with or violate any provision of the Parent RMP Charter Documents, the RMP GP Charter Documents or any of the Parent RMP Subsidiary Documents or Documents, (ii) except as set forth on Section 3.3(b) of the RMP Disclosure Schedule and assuming that the authorizations, consents and approvals referred to in Section 4.4 3.4 and Parent Stockholder the RMP 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 RMP, RMP GP or any of its their 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 RMP, RMP GP or any of its their 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 RMP Permit (including any Environmental Permit) to which Parent RMP, RMP GP or any of its respective their 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 RMP, RMP GP or any of their Subsidiaries, except, in the case of clauses (xii)(x) and (yii)(y), for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations or Liens as, individually or in the aggregate, would not reasonably be expected to have a Parent an RMP Material Adverse Effect. (dc) The affirmative vote (in person or by proxy) consent of the holders of a majority of the aggregate voting power cast Unit Majority at the Parent Stockholders RMP Unitholders Meeting or any adjournment or postponement thereof to approve the issuance of shares of Parent Class P Stock (including shares of Parent Class P Stock issuable upon exercise in favor of the Parent Class P Warrants issued in the Second Merger) approval of this Agreement and the Parent Class P Warrants (the “Share Issuance”) in connection with the Second Merger (the “Parent Stockholder RMP Unitholder Approval”) is the only vote or approval of the holders of any class or series of the RMP Partnership Interests or other partnership interests, equity interests or capital stock of Parent necessary to approve the issuance of shares of Parent Class P Stock (including shares of Parent Class P Stock issuable upon exercise of the Parent Class P Warrants issued in the Second Merger) and the Parent Class P Warrants in connection with the Second Merger and the Transactions and to approve and consummate the Transactions contemplated by this Agreement. At all times until the Parent Stockholder Approval is obtained, the shares of capital stock of Parent subject to the Voting Agreement are, and will be, sufficient to obtain the Parent Stockholder Approval. The vote or consent of Parent as the sole stockholder of Merger Sub Two is the only vote or consent of the stockholders of Merger Sub Two necessary to adopt this Agreement and approve the Transactions. The vote or consent of Parent as the sole member of Merger Sub Three is the only vote or consent of the members of Merger Sub Three necessary to adopt this Agreement and approve the Transactions. (e) None of Parent RMP or any of its Subsidiaries holds any capital stock, voting securities or equity interests of which is necessary to approve this Agreement and the Company 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 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 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 shares of capital stock, voting securities or equity interests. Each of Parent, Merger Sub Two and Merger Sub is not, nor at any time during the last three (3) years has been, an “interested stockholder” of the Company as defined in Section 203 of the DGCLtransactions contemplated hereby.

Authority; Noncontravention; Voting Requirements. (a) Each of ParentBGC Partners, Xxxxxx, Merger Sub Two 1 and Merger Sub Three 2 has all necessary entity power and authority to execute and deliver this Agreement andand to consummate the transactions contemplated by this Agreement, subject to obtaining (i) the Parent BGC Partners Stockholder Approval, (ii) approval by Approval in the board case of directors and stockholder of New EP with respect to the Third Merger and (iii) approval by the sole member of Merger Sub Three, to perform their respective obligations hereunder and to consummate the TransactionsBGC Partners. The execution, delivery and performance by ParentBGC Partners, Holdco, Merger Sub Two 1 and Merger Sub Three 2 of this Agreement, and the consummation by Parent, Merger Sub Two and Merger Sub Three of the Transactionstransactions contemplated by this Agreement, have been duly authorized and approved by the Parent Board Holdco and the board of directors of BGC Partners, as its sole stockholder, by Merger Sub Two and the sole member of 1, Merger Sub Three (2 and prior to the Second Effective Time will be adopted by Parent Holdco, as the sole stockholder of Merger Sub Two 1 and the sole member of Merger Sub Three) 2, and by the BGC Partners Board upon the recommendation of the Joint Committee of the BGC Partners Board, and, except for obtaining the Parent BGC Partners Stockholder ApprovalApproval in the case of BGC Partners, no other entity action on the part of ParentBGC Partners, Holdco, Merger Sub Two and 1 or Merger Sub Three 2 is necessary to authorize the execution, delivery and performance by ParentBGC Partners, Holdco, Merger Sub Two 1 and Merger Sub Three 2 of this Agreement and the consummation by them of the Transactionstransactions contemplated by this Agreement. This Agreement has been duly executed and delivered by ParentBGC Partners, Xxxxxx, Merger Sub Two 1 and Merger Sub Three 2 and, assuming due authorization, execution and delivery of this Agreement by the Companyother parties hereto, constitutes a legal, valid and binding obligation of each of ParentBGC Partners, Holdco, Merger Sub Two 1 and Merger Sub Three2, enforceable against each of them in accordance with its terms. (b) The Parent Board, at a meeting duly called and held, has (i) approved and declared advisable this Agreement and the Transactions, including the Share Issuance (as defined below) and (ii) resolved to recommend that stockholders of Parent approve the Share Issuance. (c) Neither the execution and delivery of this Agreement by ParentBGC Partners, Holdco, Merger Sub Two 1 and Merger Sub Three2, nor the consummation by ParentBGC Partners, Holdco, Merger Sub Two and 1 or Merger Sub Three 2 of the Transactionstransactions contemplated by this Agreement, nor compliance by ParentBGC Partners, Holdco, Merger Sub Two and 1 or Merger Sub Three 2 with any of the terms or provisions of this Agreement, will (i) assuming the BGC Partners Stockholder Approval is obtained, conflict with or violate any provision of the Parent Charter Organizational Documents of BGC Partners or any other material member of the Parent Subsidiary Documents or BGC Partners Inc. Group, (ii) assuming that the authorizations, consents and approvals referred to in Section 4.4 and Parent the BGC Partners 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 Entity applicable to Parent BGC Partners or any other member of its Subsidiaries the BGC Partners Inc. Group 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 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, 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 BGC Partners or any other member of its Subsidiaries the BGC Partners Inc. Group under, any of the terms, conditions or provisions of any Contract to which Parent BGC Partners or any other member of its respective Subsidiaries the BGC Partners Inc. Group 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 BGC Partners or any other member of the BGC Partners Inc. Group, except, in the case of clauses clause (x) and (yii), for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations or Liens asthat have not had and would not reasonably be expected to have, individually or in the aggregate, would not reasonably be expected to have a Parent BGC Partners Material Adverse Effect. (dc) The affirmative vote (in person of, or by proxy) the execution and delivery to BGC Partners of a written consent by, the holders of shares of BGC Partners Common Stock representing at least a majority of the aggregate voting power cast at of the Parent Stockholders Meeting or any adjournment or postponement thereof to approve the issuance of outstanding shares of Parent Class P BGC Partners Common Stock (including shares of Parent Class P Stock issuable upon exercise of the Parent Class P Warrants issued in the Second Merger) and the Parent Class P Warrants entitled to vote thereon (the “Share Issuance”) in connection with the Second Merger (the “Parent BGC Partners Stockholder Approval”) is the only vote of the holders of any class or series of the capital stock of Parent necessary to approve the issuance of shares of Parent Class P Stock (including shares of Parent Class P Stock issuable upon exercise of the Parent Class P Warrants issued in the Second Merger) and the Parent Class P Warrants in connection with the Second Merger and the Transactions and to approve and consummate the Transactions contemplated by this Agreement. At all times until the Parent Stockholder Approval is obtained, the shares of capital stock of Parent subject to the Voting Agreement are, and will be, sufficient to obtain the Parent Stockholder Approval. The vote or consent of Parent as the sole stockholder of Merger Sub Two is the only vote or consent of the stockholders of Merger Sub Two BGC Partners necessary to adopt this Agreement and approve the Transactions. transactions contemplated by this Agreement, including the Mergers. (d) The vote or consent of Parent as BGC Partners Board, upon the sole member of Merger Sub Three is the only vote or consent recommendation of the members Joint Committee, at a meeting duly called and held, has (i) determined that it is in the best interests of BGC Partners and the stockholders of BGC Partners (other than the Cantor Group), and declared it advisable, to enter into this Agreement, (ii) approved the execution, delivery and performance by BGC Partners of this Agreement and the consummation of the transactions contemplated hereby, including the Corporate Merger Sub Three necessary and (iii) upon the terms and subject to the conditions of this Agreement, resolved to recommend that the stockholders of BGC Partners adopt this Agreement and approve to submit this Agreement to the Transactionsstockholders of BGC Partners for adoption (the “BGC Partners Board Recommendation”). (e) None of Parent or any of its Subsidiaries holds any capital stock, voting securities or equity interests of the Company 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 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 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 shares of capital stock, voting securities or equity interests. Each of Parent, Merger Sub Two and Merger Sub is not, nor at any time during the last three (3) years has been, an “interested stockholder” of the Company as defined in Section 203 of the DGCL.

Authority; Noncontravention; Voting Requirements. (a) Each of Parent, Merger Sub Two the General Partner and Merger Sub Three has all necessary entity power and authority to execute and deliver this Agreement andand the Support Agreement, subject to obtaining (i) the Parent Stockholder Approvalas applicable, (ii) approval by the board of directors and stockholder of New EP with respect to the Third Merger and (iii) approval by the sole member of Merger Sub Three, to perform their respective obligations hereunder and to consummate the Transactionstransactions contemplated hereby and thereby, as applicable, including the Merger and the payment of the Merger Consideration, as applicable. The execution, delivery and performance by Parent, Merger Sub Two and Merger Sub Three the Sponsor Entities of this Agreement, and the consummation by Parenttransactions contemplated hereby, including the Merger Sub Two and Merger Sub Three the payment of the TransactionsMerger Consideration, as applicable, have been duly authorized and approved by the Parent Board, the General Partner Board and the board of directors of Merger Sub Two and the sole member of Merger Sub Three Sub. The Parent Board has (i) determined that this Agreement and prior to the Second Effective Time will be adopted by Support Agreement and the transactions contemplated hereby and thereby, including the Merger, are in the best interests of Parent and (ii) approved this Agreement and the Support Agreement and the transactions contemplated hereby and thereby, including the Merger. Parent, in its capacity as the sole stockholder of Merger Sub Two and the sole member of Merger Sub ThreeSub, has (a) anddetermined that this Agreement and the transactions contemplated hereby, except for obtaining including the Parent Stockholder ApprovalMerger, no other action on are in the part best interests of Parent, Merger Sub Two and Merger Sub Three is necessary declared it advisable to authorize enter into this Agreement and (b) approved the adoption of this Agreement, the execution, delivery and performance by Parent, Merger Sub Two and Merger Sub Three of this Agreement and the consummation by them transactions contemplated hereby, including the Merger. Parent, in its capacity as the sole member of the Transactions. This General Partner, has (a) determined that this Agreement has been duly executed and delivered by Parentthe transactions contemplated hereby, Merger Sub Two including the Merger, are in the best interests of the General Partner and Merger Sub Three anddeclared it advisable to enter into this Agreement and (b) approved the adoption of this Agreement, assuming due authorizationthe execution, execution delivery and delivery performance of this Agreement by and the Companytransactions contemplated hereby, constitutes a legalincluding the Merger. The General Partner Board has (i) determined that this Agreement and the transactions contemplated hereby, valid including the Merger, are in the best interests of the General Partner and binding obligation of each of Parentdeclared it advisable to consent to and enter into this Agreement and (ii) consented to and approved this Agreement and the transactions contemplated hereby, Merger Sub Two and Merger Sub Three, enforceable against each of them in accordance with its termsincluding the Merger. (b) The Parent Board, at a meeting duly called and held, has (i) approved and declared advisable this Agreement and the Transactions, including the Share Issuance (as defined below) and (ii) resolved to recommend that stockholders of Parent approve the Share Issuance. (c) Neither the execution and delivery of this Agreement or the Support Agreement by Parent, Merger Sub Two and Merger Sub Threea Sponsor Entity, nor the consummation by Parent, Merger Sub Two and Merger Sub Three the Sponsor Entities of the Transactionstransactions contemplated hereby or thereby, nor compliance by Parent, Merger Sub Two and Merger Sub Three the Sponsor Entities with any of the terms or provisions of this Agreement or the Support Agreement, will (i) conflict with or violate any provision of the Parent Charter Documents or any of the Parent Subsidiary Documents or Sponsor Entities, and (ii) assuming that the authorizations, consents and approvals referred to in Section 4.4 and Parent Stockholder Approval 4.3 are obtained and the filings referred to in Section 4.4 4.3 are made, (x) violate any Law, judgment, writ or injunction of any Governmental Authority applicable to Parent or any of its Subsidiaries the Sponsor Entities 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 to which Parent or any of its respective Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected except, in the case of clauses (x) and (y), for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations or Liens as, individually or in the aggregate, would not reasonably be expected to have a Parent Material Adverse Effect. (dc) The affirmative vote (in person or by proxy) of the holders of a majority of the aggregate voting power cast at the Parent Stockholders Meeting or any adjournment or postponement thereof to approve the issuance of shares of Parent Class P Stock (including shares of Parent Class P Stock issuable upon exercise of the Parent Class P Warrants issued in the Second Merger) and the Parent Class P Warrants (the “Share Issuance”) in connection Simultaneously with the Second Merger (the “Parent Stockholder Approval”) is the only vote execution of the holders of any class or series of the capital stock of Parent necessary to approve the issuance of shares of Parent Class P Stock (including shares of Parent Class P Stock issuable upon exercise of the Parent Class P Warrants issued in the Second Merger) and the Parent Class P Warrants in connection with the Second Merger and the Transactions and to approve and consummate the Transactions contemplated by this Agreement. At all times until , Pxxxxx has executed and delivered the Parent Stockholder Approval is obtained, the shares of capital stock of Parent subject to the Voting Agreement are, and will be, sufficient to obtain the Parent Stockholder Approval. The vote or consent of Parent as the sole stockholder of Merger Sub Two is the only vote or consent of the stockholders of Merger Sub Two necessary to adopt this Agreement and approve the Transactions. The vote or consent of Parent as the sole member of Merger Sub Three is the only vote or consent of the members of Merger Sub Three necessary to adopt this Agreement and approve the TransactionsSupport Agreement. (e) None of Parent or any of its Subsidiaries holds any capital stock, voting securities or equity interests of the Company 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 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 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 shares of capital stock, voting securities or equity interests. Each of Parent, Merger Sub Two and Merger Sub is not, nor at any time during the last three (3) years has been, an “interested stockholder” of the Company as defined in Section 203 of the DGCL.