Common use of Authority Relative to this Agreement; No Violation Clause in Contracts

Authority Relative to this Agreement; No Violation. (a) Buyer has the requisite corporate power and authority to execute and deliver this Agreement and each other document to be entered into by Buyer in connection with the transactions contemplated hereby (together with this Agreement, the “Buyer Transaction Documents”) and, subject to Section 4.2(b), to consummate the transactions contemplated hereby and thereby, including the Transaction. The execution, delivery and performance of this Agreement and the other Buyer Transaction Documents and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by the Board of Directors of Buyer and no other company action on the part of Buyer is necessary to authorize the execution and delivery by Buyer of this Agreement and the other Buyer Transaction Documents and the consummation of the Transaction. The Board of Directors of Buyer has duly and validly adopted resolutions (i) approving and declaring advisable this Agreement and the other Buyer Transaction Documents, including the Transaction, the Scheme of Arrangement and the other transactions contemplated hereby and thereby, and (ii) declaring that it is in the best interests of the Buyer Shareholders that Buyer enter into this Agreement and the other Buyer Transaction Documents and consummate the Transaction, the Scheme of Arrangement and the other transactions contemplated hereby and thereby on the terms and subject to the conditions set forth herein and therein. None of the aforementioned resolutions, as of the date hereof, have been rescinded, modified or withdrawn in any way. Each of the Buyer Transaction Documents has been duly and validly executed and delivered by Buyer and, assuming each such Buyer Transaction Document has been duly authorized, executed and delivered by each other counterparty thereto, each of the Buyer Transaction Documents constitutes the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, except as such enforcement may be subject to (A) the effect of bankruptcy, insolvency, reorganization, receivership, administration, arrangement, moratorium or other Laws affecting or relating to creditors’ rights generally or (B) the Enforceability Exceptions. (b) Other than in connection with or in compliance with (i) the Exchange Act, (ii) the Securities Act, (iii) the rules and regulations of the NYSE, (iv) the HSR Act and any antitrust, competition, foreign investment or similar Laws outside of the United States set forth in Section 3.2(b) of the Company Disclosure Schedule and (v) the approvals set forth in Section 4.2(b) of the Buyer Disclosure Schedule (collectively, the “Buyer Approvals”), and, subject to the accuracy of the representations and warranties of Company in Section 3.2(b), no authorization, consent, Order, license, permit or approval of, or registration, declaration, notice or filing with, or notice to, any Governmental Entity is necessary, under applicable Law, for the execution, delivery and performance of this Agreement or the consummation by Buyer of the transactions contemplated hereby, except for such authorizations, consents, Orders, licenses, permits, approvals or filings that, if not obtained or made, would not reasonably be expected to have, individually or in the aggregate, a Buyer Material Adverse Effect. (c) The execution, delivery and performance by Buyer of this Agreement do not, and (assuming the Buyer Approvals are obtained) the consummation of the transactions contemplated hereby and compliance with the provisions hereof will not (i) result in any loss, suspension, limitation or impairment of any right of Buyer or any of its Subsidiaries to own or use any assets required for the conduct of their business or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to any right of termination, cancellation, first offer, first refusal, modification or acceleration of any material obligation or to the loss of a material benefit under any loan, guarantee of indebtedness or credit agreement, note, bond, mortgage, indenture, lease, agreement, contract, instrument, permit, concession, franchise, right or license binding upon Buyer or any of its Subsidiaries or by which or to which any of their respective properties, rights or assets are bound or subject, or result in the creation of any Lien (other than Buyer Permitted Liens and any Liens created in connection with any action taken by Company or its affiliates), in each case, upon any of the properties or assets of Buyer or any of its Subsidiaries or any contract to which Buyer or any of its Subsidiaries is a party or by which any of their respective properties or assets are bound, (ii) conflict with or result in any violation of any provision of the Buyer Organizational Documents or (iii) conflict with or violate any applicable Laws, except in the case of clauses (i) and (iii) for such losses, suspensions, limitations, impairments, conflicts, violations, defaults, terminations, cancellations, accelerations, or Liens as would not reasonably be expected to have, individually or in the aggregate, a Buyer Material Adverse Effect.

Authority Relative to this Agreement; No Violation. (a) Buyer If Stockholder is not an individual, the consummation of the transactions contemplated hereby are within Stockholder’s entity powers and Stockholder has been duly authorized by all necessary entity actions on the requisite corporate part of Stockholder, and Stockholder has full power and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby. If Stockholder is an individual, Stockholder has full legal capacity, right and authority to execute and deliver this Agreement and each other document to be entered into by Buyer in connection with the transactions contemplated hereby (together with this Agreement, the “Buyer Transaction Documents”) and, subject to Section 4.2(b), to consummate the transactions contemplated hereby and thereby, including the Transactionperform Stockholder’s obligations hereunder. The execution, delivery and performance of this This Agreement and the other Buyer Transaction Documents and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by the Board of Directors of Buyer and no other company action on the part of Buyer is necessary to authorize the execution and delivery by Buyer of this Agreement and the other Buyer Transaction Documents and the consummation of the Transaction. The Board of Directors of Buyer has duly and validly adopted resolutions (i) approving and declaring advisable this Agreement and the other Buyer Transaction Documents, including the Transaction, the Scheme of Arrangement and the other transactions contemplated hereby and thereby, and (ii) declaring that it is in the best interests of the Buyer Shareholders that Buyer enter into this Agreement and the other Buyer Transaction Documents and consummate the Transaction, the Scheme of Arrangement and the other transactions contemplated hereby and thereby on the terms and subject to the conditions set forth herein and therein. None of the aforementioned resolutions, as of the date hereof, have been rescinded, modified or withdrawn in any way. Each of the Buyer Transaction Documents has been duly and validly executed and delivered by Buyer and, assuming each such Buyer Transaction Document has been duly authorized, executed Stockholder and delivered by each other counterparty thereto, each of the Buyer Transaction Documents constitutes the legal, a valid and binding obligation of Buyer, Stockholder enforceable against Buyer Stockholder in accordance with its terms, except as such enforcement may be subject to (A) the effect effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, receivership, administration, arrangement, moratorium or and other similar Laws affecting or relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law) (B) the “Enforceability Exceptions”). If Stockholder is a married individual, and any of the Company Covered Shares of Stockholder may constitute community property or otherwise need spousal or other approval for this Agreement to be legal, valid and binding, such approval has been duly given by Stockholder’s spouse and, assuming the due authorization, execution and delivery hereof by Parent and Merger Sub, this Agreement is enforceable against Stockholder’s spouse in accordance with its terms, subject to the Enforceability Exceptions. (b) Other than in connection with or in compliance with (i) the Exchange Act, (ii) the Securities Act, (iii) the rules and regulations of the NYSE, (iv) the HSR Act and any antitrust, competition, foreign investment or similar Laws outside of the United States set forth in Section 3.2(b) of the Company Disclosure Schedule and (v) the approvals set forth in Section 4.2(b) of the Buyer Disclosure Schedule (collectively, the “Buyer Approvals”), and, subject to the accuracy of the representations and warranties of Company in Section 3.2(b), no No authorization, consent, Orderorder, license, permit or approval of, or registration, declaration, notice or filing with, or notice to, any Governmental Entity is necessary, under applicable Law, for the execution, execution and delivery and performance of this Agreement or by Stockholder, nor the consummation by Buyer Stockholder of the transactions contemplated hereby, except for such authorizations, consents, Orders, licenses, permits, approvals or filings that, if not obtained or made, would not reasonably be expected to have, individually or in the aggregate, a Buyer Material Adverse Effectby this Agreement. (c) The execution, execution and delivery and performance by Buyer Stockholder of this Agreement do not, and (assuming the Buyer Approvals are obtained) the consummation of the transactions contemplated hereby and compliance with the provisions hereof will not not, (i) result in any loss, suspension, limitation or impairment of any right of Buyer or any of its Subsidiaries to own or use any assets required for the conduct of their business or (A) result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to any a right of termination, cancellation, first offer, first refusal, modification acceleration or acceleration put right of any material obligation or to the loss of a material benefit under any loan, guarantee of indebtedness contract or credit agreement, note, bond, mortgage, indenture, lease, agreement, contract, instrument, permit, concession, franchise, right or license binding upon Buyer or any of its Subsidiaries or by which or agreement to which any of their respective properties, rights Stockholder is a party or assets are bound or subject, or (B) result in the creation of any Lien (other than Buyer Permitted Liens and any Liens created in connection with any action taken by Company or its affiliates), in each case, upon any of the properties or assets of Buyer or any of its Subsidiaries or any contract to which Buyer or any of its Subsidiaries is a party or by which any of their respective properties or assets are boundStockholder, (ii) if Stockholder is not an individual, conflict with or result in any violation of any provision of the Buyer Organizational Documents organizational documents, in each case as amended or restated, of Stockholder or (iii) conflict with or violate any applicable LawsLaw or judgment, except other than, in the case of clauses (i) and (iii) for ), any such lossesviolation, suspensionsconflict, limitationsdefault, impairmentstermination, conflictscancellation, violationsacceleration, defaultsright, terminations, cancellations, accelerations, loss or Liens as Lien that would not reasonably be expected to have, individually or in the aggregate, a Buyer Material Adverse Effectmaterial adverse effect on Stockholder’s ability to perform and comply with its covenants and agreements under this Agreement.

Authority Relative to this Agreement; No Violation. (a) Buyer Company has the requisite corporate power and authority to execute enter into and deliver this Agreement and each other document to be entered into by Buyer in connection with the transactions contemplated hereby (together with this Agreement, the “Buyer Transaction Documents”) to perform its obligations hereunder and, subject to Section 4.2(b)receipt of the Company Stockholder Approval, to consummate the transactions contemplated hereby and thereby, including the Transactionby this Agreement. The execution, delivery and performance of this Agreement and the other Buyer Transaction Documents and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by the Company Board of Directors of Buyer and no other company action on the part of Buyer is necessary to authorize the execution and delivery by Buyer of this Agreement and the other Buyer Transaction Documents and the consummation of the Transaction. The Board of Directors of Buyer has duly and validly adopted resolutions (i) approving and declaring advisable this Agreement and the other Buyer Transaction Documentsdetermined, including the Transaction, the Scheme of Arrangement and the other transactions contemplated hereby and thereby, and (ii) declaring that it is in the best interests of the Buyer Shareholders that Buyer enter into this Agreement and the other Buyer Transaction Documents and consummate the Transaction, the Scheme of Arrangement and the other transactions contemplated hereby and thereby on upon the terms and subject to the conditions set forth herein in this Agreement and therein. None in accordance with the relevant provisions of the aforementioned resolutionsDGCL, as that it is advisable, fair to and in the best interests of Company and Company Stockholders to consummate the transactions contemplated by this Agreement, including the Mergers, (ii) approved and declared advisable this Agreement and (iii) resolved to submit and recommend the adoption of this Agreement by Company Stockholders (the “Company Recommendation”) and directed that such matter be submitted for consideration by Company Stockholders. No other corporate proceedings on the part of Company are necessary to authorize the execution and delivery of this Agreement or the consummation of the date hereoftransactions contemplated by this Agreement except for, have been rescindedwith respect to the Mergers, modified or withdrawn in any way. Each obtaining the Company Stockholder Approval and the filing of each of the Buyer Transaction Documents First Certificate of Merger and Second Certificate of Merger with the Secretary of State of the State of Delaware. This Agreement has been duly and validly executed and delivered by Buyer Company and, assuming each such Buyer Transaction Document has been duly authorized, executed and delivered by each other counterparty thereto, each of the Buyer Transaction Documents this Agreement constitutes the legal, valid and binding obligation agreement of Buyereach Parent Party, constitutes the valid and binding agreement of Company, enforceable against Buyer Company in accordance with its terms, except as such enforcement may be subject to (A) the effect of bankruptcy, insolvency, reorganization, receivership, administration, arrangement, moratorium or other Laws affecting or relating to creditors’ rights generally or (B) the Enforceability Exceptions. (b) Other than in connection The execution, delivery and performance by Company of this Agreement and the consummation of the Mergers and the other transactions contemplated by this Agreement by Company do not and will not require any consent, approval, authorization or permit of, action by, filing with or in compliance with notification to any Governmental Entity, other than (i) the filing of the First Certificate of Merger and Second Certificate of Merger, (ii) (A) the filing of a pre-merger notification and report form under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) and (B) any filings under any other Antitrust Laws or Foreign Investment Laws set forth on Section 4.3(b) of the Company Disclosure Letter, (iii) compliance with the applicable requirements of the Exchange Act, (iiiv) the Securities Act, (iii) compliance with the rules and regulations of the NYSEany applicable stock exchange, (ivv) compliance with any applicable foreign or state securities or blue sky laws, and (vi) the HSR Act and any antitrust, competition, foreign investment or similar Laws outside of the United States other consents from and/or notices to Governmental Entities set forth in on Section 3.2(b4.3(b) of the Company Disclosure Schedule and (v) the approvals set forth in Section 4.2(b) of the Buyer Disclosure Schedule Letter (collectively, clauses (i) through (vi), the “Buyer Specified Approvals”), andand other than any consent, subject to the accuracy of the representations and warranties of Company in Section 3.2(b)approval, no authorization, consentpermit, Orderaction, license, permit filing or approval of, notification from or registration, declaration, notice or filing with, or notice to, any to a Governmental Entity is necessarythe failure of which to make or obtain would not have, under applicable Law, for the execution, delivery and performance of this Agreement or the consummation by Buyer of the transactions contemplated hereby, except for such authorizations, consents, Orders, licenses, permits, approvals or filings that, if not obtained or made, would not reasonably be expected to have, individually or in the aggregate, a Buyer Company Material Adverse Effect. (c) The execution, delivery and performance by Buyer Company of this Agreement do not, and (assuming the Buyer Approvals are obtained) the consummation by Company of the First Merger and the other transactions contemplated hereby by this Agreement (excluding, for the avoidance of doubt, other than in the case of the Credit Agreement and compliance with the provisions hereof Humble Lease, the Second Merger) do not and will not (i) result assuming receipt of the Company Stockholder Approval, contravene or conflict with, or breach any provision of, the organizational or governing documents of Company or any of its Subsidiaries, or (ii) assuming compliance with the matters referenced in any lossSection 4.3(b), suspensionreceipt of the Specified Approvals and the receipt of the Company Stockholder Approval, limitation (A) contravene or impairment conflict with or constitute a violation of any right provision of Buyer any Law, judgment, writ or injunction of any Governmental Entity binding upon or applicable to Company or any of its Subsidiaries to own or use any assets required for the conduct of their business respective properties or assets, or (B) result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to any a right of termination, cancellation, first offer, first refusal, modification cancellation or acceleration of any material obligation or to the loss of a material benefit under any loan, guarantee of indebtedness or credit agreement, note, bond, mortgage, indenture, lease, agreement, contract, instrument, permit, concession, franchise, right or license binding upon Buyer Contract to which Company or any of its Subsidiaries or by which they or to which any of their respective properties, rights properties or assets are may be bound or subjectaffected, or result in the creation of any Lien (other than Buyer Permitted Liens and any Liens created in connection with any action taken by Company or its affiliates), in each case, Liens) upon any of the properties or assets of Buyer Company or any of its Subsidiaries or any contract to which Buyer or any of its Subsidiaries is a party or by which any of their respective properties or assets are boundSubsidiaries, (ii) conflict with or result in any violation of any provision of the Buyer Organizational Documents or (iii) conflict with or violate any applicable Lawsother than, except in the case of clauses (iii)(A) and (iii) for B), any such lossesviolation, suspensionsconflict, limitationsdefault, impairmentstermination, conflictscancellation, violationsacceleration, defaultsright, terminationsloss or Lien that would not have, cancellations, accelerations, or Liens as and would not reasonably be expected to have, individually or in the aggregate, a Buyer Company Material Adverse Effect.

Authority Relative to this Agreement; No Violation. (a) Buyer Parent has the all requisite corporate power and authority to execute enter into and deliver this Agreement and each other document to be entered into by Buyer in connection with the transactions contemplated hereby (together with this Agreement, the “Buyer Transaction Documents”) and, subject to Section 4.2(b), perform its obligations hereunder and to consummate the transactions contemplated hereby by this Agreement. Merger Sub has all requisite limited liability company or similar power and therebyauthority to enter into and deliver this Agreement, including to perform its obligations hereunder and to consummate the Transactiontransactions contemplated by this Agreement. The Parent Board at a duly held meeting has (i) determined that the terms of the Merger and the transactions contemplated by this Agreement are advisable, fair to and in the best interests of Parent and its shareholders and (ii) approved the execution, delivery and performance of, and adopted and declared advisable this Agreement and the Merger. The Parent Board, on behalf of Merger Sub, in its individual capacity and in its capacity as the Merger Sub Member at a duly held meeting has (i) determined that the terms of Merger and the transactions contemplated by this Agreement are advisable, fair to and in the best interests of Merger Sub and its sole member, (ii) approved the execution, delivery and performance of, and adopted and declared advisable this Agreement and Merger, and (iii) resolved to recommend that the sole member of Merger Sub approve the adoption of this Agreement and directed that such matter be submitted for consideration by the other Buyer Transaction Documents and sole member of Merger Sub. Except for the consummation approval of the transactions contemplated hereby and thereby have been duly and validly authorized by the Parent Board of Directors of Buyer and referenced above, no other company action additional corporate proceedings on the part of Buyer is Parent are necessary to authorize the execution and delivery by Buyer of this Agreement and the other Buyer Transaction Documents and or the consummation of the Transaction. The Board of Directors of Buyer has duly and validly adopted resolutions (i) approving and declaring advisable transactions contemplated by this Agreement and the other Buyer Transaction DocumentsAgreement, including the Transaction, issuance and listing on Euronext Oslo of the Scheme Parent Ordinary Shares to be issued as part of Arrangement the Aggregate Merger Consideration. Except for the approval of the sole member of Merger Sub and the filing of the Certificate of Merger with the Registrar of Corporations for the Republic of the Xxxxxxxx Islands, no other limited liability company proceedings on the part of Merger Sub are necessary to authorize the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby and thereby, and (ii) declaring that it is in the best interests of the Buyer Shareholders that Buyer enter into by this Agreement. This Agreement and the other Buyer Transaction Documents and consummate the Transaction, the Scheme of Arrangement and the other transactions contemplated hereby and thereby on the terms and subject to the conditions set forth herein and therein. None of the aforementioned resolutions, as of the date hereof, have been rescinded, modified or withdrawn in any way. Each of the Buyer Transaction Documents has been duly and validly executed and delivered by Buyer each of Parent and Merger Sub and, assuming each such Buyer Transaction Document has been duly authorized, executed and delivered by each other counterparty thereto, each of the Buyer Transaction Documents this Agreement constitutes the legal, valid and binding obligation agreement of BuyerCompany, this Agreement constitutes the valid and binding agreement of each of Parent and Merger Sub, enforceable against Buyer each of Parent and Merger Sub, in accordance with its terms, except as such enforcement may be subject to (A) the effect of bankruptcy, insolvency, reorganization, receivership, administration, arrangement, moratorium or other Laws affecting or relating to creditors’ rights generally or (B) the Enforceability Exceptions. (b) Other than in connection The execution, delivery and performance by Parent and Merger Sub of this Agreement and the consummation of the Merger and the other transactions contemplated by this Agreement by Parent and Merger Sub do not and will not require any consent, approval, authorization or permit of, action by, filing with or in compliance with notification to any Governmental Entity, other than (i) the Exchange Actfiling of the Certificate of Merger, (ii) the Securities Act, (iii) compliance with the rules and regulations of any stock exchange on which the Parent Ordinary Shares are listed and traded (including the NYSE) that do not require a Parent shareholder vote which have been or prior to Closing shall have been complied with, (iii) compliance with any applicable foreign or state securities or blue sky laws, (iv) any required filings with the Office of the Maritime Administrator of the Republic of the Xxxxxxxx Islands, or other applicable registry, in connection with any transfer, by merger, amalgamation or other reorganization, of the ownership of Parent’s offshore drilling units listed on Section 5.25 of the Parent Disclosure Letter, (v) the filing of a pre-merger notification and report form under the HSR Act and any antitrust, competition, foreign investment or similar Laws outside of (vi) the United States other consents and/or notices set forth in on Section 3.2(b5.3(b) of the Company Parent Disclosure Schedule and (v) the approvals set forth in Section 4.2(b) of the Buyer Disclosure Schedule Letter (collectively, clauses (i) through (vi), the “Buyer Parent Approvals”), andand other than any consent, subject to the accuracy of the representations and warranties of Company in Section 3.2(b)approval, no authorization, consentpermit, Orderaction, license, permit filing or approval of, notification the failure of which to make or registration, declaration, notice or filing with, or notice to, any Governmental Entity is necessary, under applicable Law, for the execution, delivery and performance of this Agreement or the consummation by Buyer of the transactions contemplated hereby, except for such authorizations, consents, Orders, licenses, permits, approvals or filings that, if not obtained or made, obtain would not reasonably be expected to have, individually or in the aggregate, a Buyer Parent Material Adverse Effect. Parent has complied with and will comply with all the rules and requirements of the OSE, including pursuant to Euronext Oslo Issuer Rules in connection with the Merger. (c) The execution, delivery and performance by Buyer Paxxxx xnd Merger Sub of this Agreement do not, and (assuming the Buyer Approvals are obtained) the consummation by Paxxxx xnd Merger Sub of the Merger and the other transactions contemplated hereby by this Agreement do not and compliance with the provisions hereof will not (i) result in contravene or conflict with, or breach any lossprovision of, suspension, limitation the organizational or impairment governing documents of any right of Buyer Parent or any of its Subsidiaries or (ii) assuming compliance with the matters referenced in Section 5.3(b) and receipt of the Parent Approvals, (A) contravene or conflict with or constitute a violation of any provision of any Law, judgment, writ or injunction of any Governmental Entity binding upon or applicable to own Parent or use any assets required for the conduct of its Subsidiaries or any of their business respective properties or assets, or (B) result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to any a right of termination, cancellation, first offer, first refusal, modification cancellation or acceleration of any material obligation or to the loss of a material benefit under any loan, guarantee of indebtedness or credit agreement, note, bond, mortgage, indenture, lease, agreement, contract, instrument, permit, concession, franchise, right or license binding upon Buyer Contract to which Parent or any of its Subsidiaries or by which they or to which any of their respective properties, rights properties or assets are may be bound or subject, affected or result in the creation of any Lien (other than Buyer Permitted Liens and any Liens created in connection with any action taken by Company or its affiliates), in each case, Liens) upon any of the properties or assets of Buyer Parent or any of its Subsidiaries or any contract to which Buyer or any of its Subsidiaries is a party or by which any of their respective properties or assets are boundSubsidiaries, (ii) conflict with or result in any violation of any provision of the Buyer Organizational Documents or (iii) conflict with or violate any applicable Lawsother than, except in the case of clauses (iii)(A) and (iii) for B), any such lossesviolation, suspensionsconflict, limitationsdefault, impairmentstermination, conflictscancellation, violationsacceleration, defaultsright, terminations, cancellations, accelerations, loss or Liens as Lien that would not reasonably be expected to have, individually or in the aggregate, a Buyer Parent Material Adverse Effect.

Authority Relative to this Agreement; No Violation. (a) Buyer Each of the EnerJex Parties has the requisite corporate all necessary power and authority to execute and deliver this Agreement and each other document Transaction Document to be entered into by Buyer Parent and Merger Sub, subject, in connection with the transactions contemplated hereby (together with this Agreement, the “Buyer Transaction Documents”) and, subject to Section 4.2(b)case of Parent, to consummate the transactions contemplated hereby and thereby, including Parent Stockholder Approval of the TransactionProxy Statement Proposals at the Parent Stockholder Meeting at which a quorum is present. The execution, delivery and performance by EnerJex Parties of this Agreement and the other Buyer Transaction Documents and the consummation by each of them of the Merger and the other transactions contemplated hereby and thereby have been duly and validly authorized by the Board of Directors of Buyer and no other company all necessary action on the part of each Buyer Entity, and no other action on the part of any Buyer Entity is necessary to authorize the execution and delivery by any Buyer Entity of this Agreement and the other Buyer Transaction Documents and the consummation of the TransactionMerger. The Board of Directors of Buyer Parent, acting in accordance with the recommendation of the Special Committee of the Board of Directors of Parent, if any, has duly and validly adopted resolutions (i) approving and declaring advisable approved this Agreement and the other Buyer Transaction DocumentsTransactions, including the Transaction, the Scheme of Arrangement and the other transactions contemplated hereby and thereby, and (ii) declaring that it is in the best interests of the Buyer Shareholders that Buyer enter into this Merger. This Agreement and the other Buyer Transaction Documents and consummate the Transaction, the Scheme of Arrangement and the other transactions contemplated hereby and thereby on the terms and subject to the conditions set forth herein and therein. None of the aforementioned resolutions, as of the date hereof, have been rescinded, modified or withdrawn in any way. Each of the Buyer Transaction Documents has been duly and validly executed and delivered by Buyer and, assuming each such Buyer Transaction Document has been duly authorized, executed and delivered by each other counterparty theretoBuyer Entity and, each of assuming due and valid authorization, execution and delivery hereof by AgEagle, is the Buyer Transaction Documents constitutes the legal, valid and binding obligation of Buyer, each Buyer Entity enforceable against Buyer each of them in accordance with its terms, except as such enforcement may be subject to (A) the effect of bankruptcy, insolvency, reorganization, receivership, administration, arrangement, moratorium or other Laws affecting or relating to creditors’ rights generally or (B) the Enforceability ExceptionsRemedies Exception. (b) Other than in connection with or in compliance with (i) the filing of the Articles of Merger with the Secretary of State of the State of Nevada, (ii) the Exchange Act, (iiiii) the Securities Act, (iiiiv) applicable state securities, takeover and “blue sky” Laws, (v) the rules and regulations of FINRA or the NYSENYSE American, (iv) the HSR Act and any antitrust, competition, foreign investment or similar Laws outside of the United States set forth in Section 3.2(b) of the Company Disclosure Schedule and (vvi) the approvals set forth in Section 4.2(b) of the Buyer Parent Disclosure Schedule (collectively, the “Buyer Parent Approvals”), and, subject to the accuracy of the representations and warranties of Company AgEagle in Section 3.2(b3.3(b), no authorization, consent, Orderorder, license, permit or approval of, or registration, declaration, notice or filing with, or notice to, any Governmental Entity is necessary, under applicable Law, for the execution, delivery and performance of this Agreement or the consummation by any Buyer Entity of the transactions contemplated herebyTransactions, except for such authorizations, consents, Ordersorders, licenses, permits, approvals or filings that are not required to be obtained or made prior to consummation of the Transactions or that, if not obtained or made, would not reasonably be expected to materially impede or delay the consummation of the Merger and the other Transactions or have, individually or in the aggregate, a Buyer Material Adverse Effect. (c) The execution, execution and delivery and performance by Buyer EnerJex Parties of this Agreement do not, and (assuming the Buyer Parent Approvals are obtained) the consummation of the transactions contemplated hereby Transactions and compliance with the provisions hereof will not (i) result in any loss, or suspension, limitation or impairment of any right of a Buyer Entity or any of its Subsidiaries to own or use any assets required for the conduct of their its business or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to any a right of termination, cancellation, first offer, first refusal, modification or acceleration of any material obligation or to the loss of a material benefit under any loan, guarantee of indebtedness or credit agreement, note, bond, mortgage, indenture, lease, agreement, contractcontract (including any Oil and Gas Lease or Oil and Gas Contract), instrument, permit, concession, franchise, right or license binding upon a Buyer Entity or any of its Subsidiaries or by which or to which any of their respective its properties, rights or assets are bound or subject, or result in the creation of any Lien (Liens other than Buyer Permitted Liens and any Liens created in connection with any action taken by Company or its affiliates)Liens, in each case, upon any of the properties or assets of a Buyer Entity or any of its Subsidiaries or any contract to which Buyer or any of its Subsidiaries is a party or by which any of their respective properties or assets are boundSubsidiaries, (ii) conflict with or result in any violation of any provision of the certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other equivalent organizational document, in each case as amended or restated, of a Buyer Organizational Documents Entity or any of its Subsidiaries or (iii) conflict with or violate any applicable Laws, except in the case of clauses (i) and (iii) for such losses, suspensions, limitations, impairments, conflicts, violations, defaults, terminations, cancellationscancellation, accelerations, or Liens as would not reasonably be expected to have, individually or in the aggregate, a Buyer Material Adverse Effect.

Authority Relative to this Agreement; No Violation. (a) Buyer Parent has the all requisite corporate power and authority to execute enter into and deliver this Agreement and each other document to be entered into by Buyer in connection with the transactions contemplated hereby (together with this Agreement, the “Buyer Transaction Documents”) to perform its obligations hereunder and, subject to Section 4.2(b)receipt of the Parent Stockholder Approval, to consummate the transactions contemplated hereby by this Agreement. Each of Merger Sub and therebyLLC Sub has all requisite corporate or limited liability company power and authority to enter into and deliver this Agreement, including the Transaction. The execution, delivery to perform its obligations hereunder and performance of this Agreement and the other Buyer Transaction Documents and the consummation of to consummate the transactions contemplated hereby and thereby have been duly and validly authorized by the Board of Directors of Buyer and no other company action on the part of Buyer is necessary to authorize the execution and delivery by Buyer of this Agreement and the other Buyer Transaction Documents and the consummation of the TransactionAgreement. The Parent Board of Directors of Buyer at a duly held meeting has duly and validly adopted resolutions (i) approving and declaring advisable this Agreement and the other Buyer Transaction Documentsdetermined, including the Transaction, the Scheme of Arrangement and the other transactions contemplated hereby and thereby, and (ii) declaring that it is in the best interests of the Buyer Shareholders that Buyer enter into this Agreement and the other Buyer Transaction Documents and consummate the Transaction, the Scheme of Arrangement and the other transactions contemplated hereby and thereby on upon the terms and subject to the conditions set forth herein in this Agreement and therein. None in accordance with the relevant provisions of the aforementioned resolutionsDGCL, that it is advisable, fair to and in the best interests of Parent and Parent Stockholders to effect the transactions contemplated by this Agreement, the Parent Stock Issuance, the Parent Certificate of Incorporation Amendment and the 2024 LTIP Adoption, (ii) approved and declared advisable this Agreement, the Parent Stock Issuance, the Parent Certificate of Incorporation Amendment and the 2024 LTIP Adoption, (iii) resolved to recommend the approval of the Parent Stock Issuance, the Parent Certificate of Incorporation Amendment and the 2024 LTIP Adoption by Parent Stockholders (the “Parent Recommendation”) and (iv) directed that such matters be submitted for consideration by Parent Stockholders at the Parent Meeting. The Merger Sub Board at a duly held meeting has (i) determined, upon the terms and subject to the conditions set forth in this Agreement and in accordance with the relevant provisions of the DGCL, that it is advisable, fair to and in the best interests of Merger Sub and its sole stockholder to consummate the transactions contemplated by this Agreement, including the Mergers, (ii) approved and declared advisable this Agreement and (iii) resolved to submit and recommend the adoption of this Agreement by Xxxxxx Sub’s sole stockholder. Parent, as sole member of LLC Sub, has approved and adopted this Agreement concurrently with its execution pursuant to Section 18-404 of the date hereof, have been rescinded, modified DLLCA. No other corporate proceedings on the part of Parent are necessary to authorize the execution and delivery of this Agreement or withdrawn in any way. Each the consummation of the Buyer Transaction Documents transactions contemplated by this Agreement except for obtaining the Parent Stockholder Approval and the filing of the Parent Certificate of Incorporation Amendment with the Secretary of State of the State of Delaware. No other corporate or limited liability company proceedings on the part of Merger Sub or LLC Sub are necessary to authorize the execution and delivery of this Agreement or the consummation of the transactions contemplated by this Agreement except for obtaining the adoption of this Agreement by the sole stockholder of Merger Sub and the sole member of LLC Sub and the filing of the First Certificate of Merger and the Second Certificate of Merger, as applicable, with the Secretary of State of the State of Delaware. This Agreement has been duly and validly executed and delivered by Buyer each Parent Party and, assuming each such Buyer Transaction Document has been duly authorized, executed and delivered by each other counterparty thereto, each of the Buyer Transaction Documents this Agreement constitutes the legal, valid and binding obligation agreement of BuyerCompany, this Agreement constitutes the valid and binding agreement of each Parent Party, enforceable against Buyer each Parent Party in accordance with its terms, except as such enforcement may be subject to (A) the effect of bankruptcy, insolvency, reorganization, receivership, administration, arrangement, moratorium or other Laws affecting or relating to creditors’ rights generally or (B) the Enforceability Exceptions. (b) Other than in connection The execution, delivery and performance by each Parent Party of this Agreement and the consummation of the First Merger and Second Merger, as applicable, and the other transactions contemplated by this Agreement by the Parent Parties do not and will not require any consent, approval, authorization or permit of, action by, filing with or in compliance with notification to any Governmental Entity, other than (i) the Exchange Actfiling of the First Certificate of Merger, Second Certificate of Merger and the Parent Certificate of Incorporation Amendment, (ii) (A) the Securities Actfiling of a pre-merger notification and report form under the HSR Act and (B) any filings under any other Antitrust Laws or Foreign Investment Laws set forth on Section 5.3(b) of the Parent Disclosure Letter, (iii) compliance with the applicable requirements of the Exchange Act, including the filing of the Proxy Statement/Prospectus with the SEC, (iv) compliance with the rules and regulations of the NYSEany applicable stock exchange, (ivv) compliance with any applicable foreign or state securities or blue sky laws, and (vi) the HSR Act and any antitrust, competition, foreign investment or similar Laws outside of the United States other consents from and/or notices to Governmental Entities set forth in on Section 3.2(b5.3(b) of the Company Parent Disclosure Schedule and (v) the approvals set forth in Section 4.2(b) of the Buyer Disclosure Schedule Letter (collectively, clauses (i) through (vi), the “Buyer Parent Approvals”), andand other than any consent, subject to the accuracy of the representations and warranties of Company in Section 3.2(b)approval, no authorization, consentpermit, Orderaction, license, permit filing or approval of, notification from or registration, declaration, notice or filing with, or notice to, any to a Governmental Entity is necessarythe failure of which to make or obtain would not have, under applicable Law, for the execution, delivery and performance of this Agreement or the consummation by Buyer of the transactions contemplated hereby, except for such authorizations, consents, Orders, licenses, permits, approvals or filings that, if not obtained or made, would not reasonably be expected to have, individually or in the aggregate, a Buyer Parent Material Adverse Effect. (c) The execution, delivery and performance by Buyer each Parent Party of this Agreement do notand the consummation by the Parent Parties of the First Merger and Second Merger, as applicable, and (assuming the Buyer Approvals are obtained) the consummation of the other transactions contemplated hereby by this Agreement do not and compliance with the provisions hereof will not (i) result in assuming receipt of the Parent Stockholder Approval, contravene or conflict with, or breach any lossprovision of, suspension, limitation the organizational or impairment governing documents of any right of Buyer Parent or any of its Subsidiaries or (ii) assuming compliance with the matters referenced in Section 5.3(b), receipt of the Parent Approvals and the receipt of the Parent Stockholder Approval, (A) contravene or conflict with or constitute a violation of any provision of any Law, judgment, writ or injunction of any Governmental Entity binding upon or applicable to own Parent or use any assets required for the conduct of its Subsidiaries or any of their business respective properties or assets, or (B) result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to any a right of termination, cancellation, first offer, first refusal, modification cancellation or acceleration of any material obligation or to the loss of a material benefit under any loan, guarantee of indebtedness or credit agreement, note, bond, mortgage, indenture, lease, agreement, contract, instrument, permit, concession, franchise, right or license binding upon Buyer Contract to which Parent or any of its Subsidiaries or by which they or to which any of their respective properties, rights properties or assets are may be bound or subject, affected or result in the creation of any Lien (other than Buyer Permitted Liens and any Liens created in connection with any action taken by Company or its affiliates), in each case, Liens) upon any of the properties or assets of Buyer Parent or any of its Subsidiaries or any contract to which Buyer or any of its Subsidiaries is a party or by which any of their respective properties or assets are boundSubsidiaries, (ii) conflict with or result in any violation of any provision of the Buyer Organizational Documents or (iii) conflict with or violate any applicable Lawsother than, except in the case of clauses (iii)(A) and (iii) for B), any such lossesviolation, suspensionsconflict, limitationsdefault, impairmentstermination, conflictscancellation, violationsacceleration, defaultsright, terminationsloss or Lien that would not have, cancellations, accelerations, or Liens as and would not reasonably be expected to have, individually or in the aggregate, a Buyer Parent Material Adverse Effect.

Authority Relative to this Agreement; No Violation. The ESOP Trustee: (a) Buyer is a fiduciary of the ESOP as described in Section 3(21)(A) of ERISA and is independent of all other parties to the Contemplated Transactions; (b) is vested with the authority to act on behalf of the ESOP to the extent specified in the ESOP Trust and except as otherwise provided under ERISA with respect to the responsibilities of the Board of Directors as “appointing fiduciaries”; and (c) has the requisite corporate power and authority to act on behalf of the ESOP Trust, to execute and deliver this Agreement in its capacity as ESOP Trustee for, and each other document to be entered into by Buyer in connection with the transactions contemplated hereby (together with this Agreementon behalf of, the “Buyer Transaction Documents”) and, subject to Section 4.2(b)ESOP Trust, to consummate the transactions contemplated hereby Contemplated Transactions and thereby, including the Transactionto carry out fully its obligations hereunder. The execution, execution and delivery and performance of this Agreement and the other Buyer Transaction Documents and the consummation of the transactions contemplated hereby and thereby Contemplated Transactions have been duly and validly authorized by the Board of Directors of Buyer and ESOP Trustee; and, except as required by Section 7.17 no other company action proceedings on the part of Buyer is the ESOP, the ESOP Trust or the ESOP Trustee are necessary to authorize the execution and delivery by Buyer of this Agreement and the other Buyer Transaction Documents and the consummation of the TransactionContemplated Transactions. The Board of Directors of Buyer has duly and validly adopted resolutions (i) approving and declaring advisable this This Agreement and the other Buyer Transaction Documents, including the Transaction, the Scheme of Arrangement and the other transactions contemplated hereby and thereby, and (ii) declaring that it is in the best interests of the Buyer Shareholders that Buyer enter into this Agreement and the other Buyer Transaction Documents and consummate the Transaction, the Scheme of Arrangement and the other transactions contemplated hereby and thereby on the terms and subject to the conditions set forth herein and therein. None of the aforementioned resolutions, as of the date hereof, have been rescinded, modified or withdrawn in any way. Each of the Buyer Transaction Documents has been duly and validly executed and delivered by Buyer the ESOP Trustee solely in its capacity as trustee for, and on behalf of, the ESOP Trust and not in its individual or corporate capacity and, assuming each such Buyer Transaction Document this Agreement has been duly authorized, and validly executed and delivered by each the other counterparty theretoparties hereto, each of the Buyer Transaction Documents this Agreement constitutes the legal, valid and binding obligation agreements of Buyerthe ESOP Trust, enforceable against Buyer the ESOP Trust in accordance with its terms, terms (except insofar as such enforcement enforceability may be subject to (A) limited by the effect provisions of Section 7.17 or by applicable bankruptcy, insolvency, reorganization, receivership, administration, arrangement, moratorium or other Laws similar laws affecting or relating to creditors’ rights generally or (B) the Enforceability Exceptions. (b) Other than in connection with or in compliance with (i) the Exchange Act, (ii) the Securities Act, (iii) the rules and regulations of the NYSE, (iv) the HSR Act and any antitrust, competition, foreign investment or similar Laws outside of the United States set forth in Section 3.2(b) of the Company Disclosure Schedule and (v) the approvals set forth in Section 4.2(b) of the Buyer Disclosure Schedule (collectively, the “Buyer Approvals”), and, subject to the accuracy of the representations and warranties of Company in Section 3.2(b), no authorization, consent, Order, license, permit or approval ofgenerally, or registration, declaration, notice by principles governing the availability of equitable remedies). No governmental authorization is required to be made or filing with, or notice to, any Governmental Entity is necessary, under applicable Law, obtained by the ESOP Trust for the execution, execution and delivery and performance by the ESOP Trustee of this Agreement or the consummation by Buyer the ESOP Trust of the transactions contemplated herebyContemplated Transactions. No governmental authorization or other Consent is required in connection with executing or carrying out this Agreement; and, except for such authorizationsas required by Section 7.17, consentsneither the ESOP Trustee nor the ESOP Trust is subject to or obligated under any charter, Ordersbylaw, licenses, permits, approvals or filings that, if not obtained or made, would not reasonably be expected to have, individually or in the aggregate, a Buyer Material Adverse Effect. (c) The execution, delivery and performance by Buyer of this Agreement do not, and (assuming the Buyer Approvals are obtained) the consummation of the transactions contemplated hereby and compliance with the provisions hereof will not (i) result in any loss, suspension, limitation or impairment of any right of Buyer contract or any of its Subsidiaries to own governmental license, franchise or use any assets required for the conduct of their business or result in any violation ofpermit, or subject to any order or decree, which would be breached or violated, or cause a default or acceleration (with or without notice or lapse of time, or both) under, or give rise to any right of termination, cancellation, first offer, first refusal, modification or acceleration of any material obligation or to the loss of a material benefit under any loan, guarantee of indebtedness or credit agreement, note, bond, mortgage, indenture, lease, agreement, contract, instrument, permit, concession, franchise, right or license binding upon Buyer or any of its Subsidiaries or by which or to which any of their respective properties, rights or assets are bound or subject, or result in the creation of any Lien (other than Buyer Permitted Liens and any Liens created in connection with any action taken by Company or its affiliates), in each case, upon any of the properties by its executing or assets of Buyer or any of its Subsidiaries or any contract to which Buyer or any of its Subsidiaries is a party or by which any of their respective properties or assets are bound, (ii) conflict with or result in any violation of any provision of the Buyer Organizational Documents or (iii) conflict with or violate any applicable Laws, except in the case of clauses (i) and (iii) for such losses, suspensions, limitations, impairments, conflicts, violations, defaults, terminations, cancellations, accelerations, or Liens as would not reasonably be expected to have, individually or in the aggregate, a Buyer Material Adverse Effectcarrying out this Agreement.

Authority Relative to this Agreement; No Violation. (a) Buyer The ESOP has all requisite power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. Merger Sub has all requisite corporate power and authority to execute and deliver enter into this Agreement and each other document to be entered into by Buyer in connection with the transactions contemplated hereby (together with this Agreement, the “Buyer Transaction Documents”) and, subject to Section 4.2(b), to consummate the transactions contemplated hereby and thereby, including the Transactionhereby. The execution, execution and delivery and performance of this Agreement and the other Buyer Transaction Documents and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by the trustee of the ESOP, the Board of Directors of Buyer Merger Sub and by the ESOP, as the sole shareholder of Merger Sub, and, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, no other company action organizational proceedings on the part of Buyer is the ESOP or corporate proceedings on the part of Merger Sub are necessary to authorize the execution and delivery by Buyer of this Agreement and the other Buyer Transaction Documents and or the consummation of the Transaction. The Board of Directors of Buyer has duly and validly adopted resolutions (i) approving and declaring advisable this Agreement and the other Buyer Transaction Documents, including the Transaction, the Scheme of Arrangement and the other transactions contemplated hereby and thereby, and (ii) declaring that it is in the best interests of the Buyer Shareholders that Buyer enter into this hereby. This Agreement and the other Buyer Transaction Documents and consummate the Transaction, the Scheme of Arrangement and the other transactions contemplated hereby and thereby on the terms and subject to the conditions set forth herein and therein. None of the aforementioned resolutions, as of the date hereof, have been rescinded, modified or withdrawn in any way. Each of the Buyer Transaction Documents has been duly and validly executed and delivered by Buyer the ESOP and Merger Sub and, assuming each such Buyer Transaction Document has been duly authorized, executed and delivered by each other counterparty thereto, each of the Buyer Transaction Documents this Agreement constitutes the legal, valid and binding obligation agreement of Buyerthe Company, this Agreement constitutes the legal, valid and binding agreement of the ESOP and Merger Sub, enforceable against Buyer each of the ESOP and Merger Sub in accordance with its terms, except as such enforcement may be subject to (A) the effect of bankruptcy, insolvency, reorganization, receivership, administration, arrangement, moratorium or other Laws affecting or relating to creditors’ rights generally or (B) the Enforceability Exceptions. (b) Other than in connection The execution, delivery and performance by the ESOP and Merger Sub of this Agreement and the consummation of the Merger and the other transactions contemplated by this Agreement by the ESOP and Merger Sub do not and will not require any consent, approval, license, authorization, order or permit of, action by, filing with or in compliance with notification to any Governmental Entity, other than (i) the filing of the Certificate of Merger, (ii) compliance with the applicable requirements of the HSR Act, (iii) compliance with the applicable requirements of the Exchange Act, (ii) the Securities Act, (iii) the rules and regulations of the NYSE, (iv) filings with and approvals from the HSR Act FCC and any antitrust, competition, foreign investment or similar Laws outside of the United States State Commissions as set forth in on Section 3.2(b3.3(b) of the Company Disclosure Schedule and Schedule, (v) the approvals set forth in Section 4.2(bcompliance with any applicable foreign or state competition, antitrust, securities or blue sky laws, (vi) filings under any applicable state takeover Law and (vii) such of the Buyer Disclosure Schedule foregoing as may be required in connection with the Financing (collectively, clauses (i) through (vii), the “Buyer ESOP Approvals”), and, subject to the accuracy of the representations and warranties of Company in Section 3.2(b), no authorization, other than any consent, Orderapproval, license, permit authorization, order, permit, action, filing or approval of, notification the failure of which to make or registration, declaration, notice or filing with, or notice to, any Governmental Entity is necessary, under applicable Law, for the execution, delivery and performance of this Agreement or the consummation by Buyer of the transactions contemplated hereby, except for such authorizations, consents, Orders, licenses, permits, approvals or filings that, if not obtained or made, obtain would not reasonably be expected to havenot, individually or in the aggregate, a Buyer reasonably be expected to have an ESOP Material Adverse Effect. (c) The execution, delivery and performance by Buyer the ESOP and Merger Sub of this Agreement do not, and (assuming the Buyer Approvals are obtained) the consummation by the ESOP and Merger Sub of the Merger and the other transactions contemplated hereby do not and compliance with the provisions hereof will not (i) contravene or conflict with the organizational or governing documents of the ESOP or Merger Sub, (ii) assuming compliance with the matters referenced in Section 4.2(b), contravene or conflict with or result in any loss, suspension, limitation or impairment violation of any right provision of Buyer any Law binding upon or applicable to the ESOP or Merger Sub or any of its Subsidiaries to own their respective properties or use any assets required for the conduct of their business assets, or (iii) result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to any a right of termination, cancellation, first offer, first refusal, modification cancellation or acceleration of any material obligation or to the loss of a material benefit under under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, any loan, guarantee of indebtedness or credit agreement, note, bond, mortgage, indenture, lease, agreement, contract, instrument, permit, concession, franchise, right or license binding upon Buyer or any of its Subsidiaries or by which or to which any of their respective properties, rights the ESOP or assets are bound or subject, or result in the creation of any Lien (other than Buyer Permitted Liens and any Liens created in connection with any action taken by Company or its affiliates), in each case, upon any of the properties or assets of Buyer or any of its Subsidiaries or any contract to which Buyer or any of its Subsidiaries Merger Sub is a party or by which any of their respective properties or assets are is bound, or (iiiv) conflict with or result in any violation the creation of any provision Lien (other than Permitted Liens) upon any of the Buyer Organizational Documents properties or (iii) conflict with assets of the ESOP or violate any applicable LawsMerger Sub, except other than, in the case of clauses clause (iii) and through (iii) for iv), any such losses, suspensions, limitations, impairments, conflicts, violations, defaults, terminations, cancellations, accelerations, or Liens as items that would not reasonably be expected to havenot, individually or in the aggregate, a Buyer reasonably be expected to have an ESOP Material Adverse Effect.

Authority Relative to this Agreement; No Violation. (a) Buyer has the Parent and Merger Sub have all requisite corporate power and authority to execute and deliver enter into this Agreement and each other document to be entered into by Buyer in connection with the transactions contemplated hereby (together with this Agreement, the “Buyer Transaction Documents”) and, subject (in the case of the Merger) to Section 4.2(breceipt of the Parent Approvals (which shall respectively occur immediately prior to the execution and delivery of this Agreement), to consummate the transactions contemplated hereby and thereby, including the Transactionhereby. The execution, execution and delivery and performance of this Agreement and the other Buyer Transaction Documents and the consummation of the transactions contemplated hereby and thereby by this Agreement have been duly and validly authorized by Parent and no other corporate proceedings on the part of Parent are necessary to authorize the consummation of the transactions contemplated hereby. On or prior to the date hereof, the Board of Directors of Buyer and no other company action on the part of Buyer is necessary to authorize the execution and delivery by Buyer of Parent has unanimously (i) resolved that this Agreement and the other Buyer Transaction Documents transactions contemplated hereby are advisable and in the best interests of Parent and the consummation stockholders of the Transaction. The Board of Directors of Buyer has duly Parent and validly adopted resolutions (iii) approving approved and declaring declared advisable this Agreement and the other Buyer Transaction Documents, including the Transaction, the Scheme of Arrangement and the other transactions contemplated hereby and thereby, and (ii) declaring that it is in the best interests of the Buyer Shareholders that Buyer enter into this Agreement and the other Buyer Transaction Documents and consummate the Transaction, the Scheme of Arrangement and the other transactions contemplated hereby and thereby on the terms and subject to the conditions set forth herein and therein. None herein, in accordance with the requirements of the aforementioned resolutions, as of the date hereof, have been rescinded, modified or withdrawn in any wayDGCL. Each of the Buyer Transaction Documents This Agreement has been duly and validly executed and delivered by Buyer Parent and Merger Sub and, assuming each such Buyer Transaction Document has been duly authorized, executed and delivered by each other counterparty thereto, each of the Buyer Transaction Documents this Agreement constitutes the legal, valid and binding obligation agreement of Buyerthe Company, constitutes the valid and binding agreement of Parent and Merger Sub, enforceable against Buyer Parent and Merger Sub in accordance with its terms, except as that (i) such enforcement may be subject to (A) the effect of applicable bankruptcy, insolvency, examinership, fraudulent transfer, reorganization, receivership, administration, arrangement, moratorium or other Laws similar Laws, now or hereafter in effect, affecting or relating to the enforcement of creditors’ rights generally or and (Bii) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the Enforceability Exceptionsdiscretion of the court before which any proceeding therefor may be brought. (b) Other than in connection with or in compliance with (i) the Exchange Act, provisions of the DGCL and (ii) the Securities Act, (iii) the rules and regulations of the NYSE, (iv) the HSR Competition Act and any antitrust, competition, foreign investment or similar Laws outside of the United States set forth in Section 3.2(b) of the Company Disclosure Schedule and (v) the approvals set forth in Section 4.2(b) of the Buyer Disclosure Schedule (collectively, the “Buyer Approvals”), and, subject to the accuracy of the representations and warranties of Company in Section 3.2(b)Clearance, no authorization, consent, Order, license, permit consent or approval of, or registration, declaration, notice or filing with, or notice to, any Governmental Entity is necessary, under applicable Law, for the execution, delivery and performance of this Agreement or the consummation by Buyer Parent and Merger Sub of the transactions contemplated herebyby this Agreement, except for such authorizations, consents, Orders, licenses, permits, approvals or filings that, if not obtained or made, would not reasonably be expected to have, individually or in the aggregate, a Buyer Parent Material Adverse Effect. (c) The executionExcept as set forth in Section 5.3(c) of the Parent Disclosure Letter and as described in Section 5.3(b), the execution and delivery by Parent and performance by Buyer Merger Sub of this Agreement do not, and (assuming the Buyer Approvals are obtained) the consummation of the transactions contemplated hereby and compliance with the provisions hereof will not (i) result in any loss, suspension, limitation violation or impairment of any right of Buyer or any of its Subsidiaries to own or use any assets required for the conduct of their business or result in any violation breach of, or default or change of control (with or without notice or lapse of time, or both) under, or give rise to any a right of of, or result in, termination, cancellationmodification, first offer, first refusal, modification cancellation or acceleration of any material obligation or to the loss of a material benefit under any Contract, loan, guarantee of indebtedness Indebtedness or credit agreement, note, bond, mortgage, indenture, lease, agreement, contract, instrumentMaterial Lease, permit, concession, franchise, franchise or right or license binding upon Buyer Parent or any of its Subsidiaries or by which or to which any of their respective properties, rights or assets are bound or subject, Merger Sub or result in the creation of any Lien (other than Buyer Permitted Liens and any Liens created in connection with any action taken by Company or its affiliates), in each case, upon any of the properties properties, rights or assets of Buyer Parent or any of its Subsidiaries or any contract to which Buyer or any of its Subsidiaries is a party or by which any of their respective properties or assets are boundMerger Sub, other than Permitted Liens, (ii) conflict with or result in any violation of any provision of the Buyer Organizational Parent Governing Documents or the Merger Sub Governing Documents or (iii) conflict with or violate any Laws applicable Lawsto Parent or Merger Sub or any of their respective properties or assets, except other than in the case of clauses (i), (ii) and (iii) for ), any such lossesviolation, suspensionsbreach, limitationsconflict, impairmentsdefault, conflictstermination, violationsmodification, defaultscancellation, terminationsacceleration, cancellationsright, accelerations, loss or Liens as Lien that would not reasonably be expected to have, individually or in the aggregate, a Buyer Parent Material Adverse Effect.

Authority Relative to this Agreement; No Violation. (a) Buyer Company has the requisite corporate limited liability company power and authority to execute enter into and deliver this Agreement and each other document to be entered into by Buyer in connection with the transactions contemplated hereby (together with this Agreement, the “Buyer Transaction Documents”) to perform its obligations hereunder and, subject to Section 4.2(b)receipt of the Company Member Approval, to consummate the transactions contemplated hereby and thereby, including the Transactionby this Agreement. The executionCompany Board, delivery and performance of this Agreement and the other Buyer Transaction Documents and the consummation of the transactions contemplated hereby and thereby have been at a duly and validly authorized by the Board of Directors of Buyer and no other company action held meeting on the part of Buyer is necessary to authorize the execution and delivery by Buyer of this Agreement and the other Buyer Transaction Documents and the consummation of the Transaction. The Board of Directors of Buyer December 19, 2022, has duly and validly adopted resolutions (i) approving approved, authorized and declaring advisable adopted this Agreement and the other Buyer Transaction DocumentsAgreement, including the Transaction, the Scheme of Arrangement and the other transactions contemplated hereby and thereby, and (ii) declaring resolved that it is advisable, fair to and in the best interests of Company and the Buyer Shareholders that Buyer enter Company Members to consummate the transactions contemplated by this Agreement, including the Merger in which the outstanding limited liability company interests of Company (other than any Cancelled Units) will be converted into the right to receive Parent Ordinary Shares, and (iii) resolved to submit this Agreement and the other Buyer Transaction Documents Merger for the approval by the Company Members and consummate the Transactiondetermined to recommend, the Scheme of Arrangement and the other transactions contemplated hereby and thereby on upon the terms and subject to the conditions set forth herein in this Agreement, that the Company Members vote to approve this Agreement. Except for the Company Member Approval and therein. None the filing of the aforementioned resolutions, as Certificate of Merger with the Registrar of Corporations for the Republic of the date hereofXxxxxxxx Islands, have been rescinded, modified no other limited liability company proceedings on the part of Company are necessary to authorize the execution and delivery of this Agreement or withdrawn in any way. Each the consummation of the Buyer Transaction Documents transactions contemplated by this Agreement. This Agreement has been duly and validly executed and delivered by Buyer Company and, assuming each such Buyer Transaction Document has been duly authorized, executed and delivered by each other counterparty thereto, each of the Buyer Transaction Documents this Agreement constitutes the legal, valid and binding obligation agreement of Buyereach of Parent and Merger Sub, constitutes the valid and binding agreement of Company, enforceable against Buyer Company in accordance with its terms, except as such enforcement may be subject to (A) the effect of bankruptcy, insolvency, reorganization, receivership, administration, arrangement, moratorium or other Laws affecting or relating to creditors’ rights generally or (B) the Enforceability Exceptions. (b) Other than in connection The execution, delivery and performance by Company of this Agreement and the consummation of the Merger and the other transactions contemplated by this Agreement by Company do not and will not require any consent, approval, authorization or permit of, action by, filing with or in compliance with notification to any federal, state, local or foreign governmental or regulatory agency, commission, court, body, entity or authority (each, a “Governmental Entity”), other than (i) the Exchange Actfiling of the Certificate of Merger, (ii) the Securities Actcompliance with any applicable foreign or state securities or blue sky laws, (iii) any required filings with the rules and regulations Office of the NYSEMaritime Administrator of the Republic of the Xxxxxxxx Islands, or other applicable registry, in connection with any transfer, by merger, amalgamation or other reorganization, of the ownership of Company’s offshore drilling units listed on Section 4.6 of the Company Disclosure Letter, (iv) the filing of a pre-merger notification and report form under the HSR Act and any antitrust, competition, foreign investment or similar Laws outside of (v) the United States other consents and/or notices set forth in on Section 3.2(b4.3(b) of the Company Disclosure Schedule and (v) the approvals set forth in Section 4.2(b) of the Buyer Disclosure Schedule Letter (collectively, clauses (i) through (v), the “Buyer Specified Approvals”), and, subject and (vi) notification to the accuracy Bermuda Monetary Authority regarding the change in beneficial ownership of the representations Company Bermuda Subsidiaries, and warranties of Company in Section 3.2(b)other than any consent, no approval, authorization, consentpermit, Orderaction, license, permit filing or approval of, notification the failure of which to make or registration, declaration, notice or filing with, or notice to, any Governmental Entity is necessary, under applicable Law, for the execution, delivery and performance of this Agreement or the consummation by Buyer of the transactions contemplated hereby, except for such authorizations, consents, Orders, licenses, permits, approvals or filings that, if not obtained or made, obtain would not reasonably be expected to have, individually or in the aggregate, a Buyer Company Material Adverse Effect. (c) The execution, delivery and performance by Buyer Company of this Agreement do not, and (assuming the Buyer Approvals are obtained) the consummation by Company of the Merger and the other transactions contemplated hereby by this Agreement do not and compliance with the provisions hereof will not (i) result in assuming receipt of the Company Member Approval, contravene or conflict with, or breach any lossprovision of, suspension, limitation the organizational or impairment governing documents of any right of Buyer Company or any of its Subsidiaries or (ii) assuming compliance with the matters referenced in Section 4.3(b), receipt of the Specified Approvals and the receipt of the Company Member Approval, (A) contravene or conflict with or constitute a violation of any provision of any Law, judgment, writ or injunction of any Governmental Entity binding upon or applicable to own Company or use any assets required for the conduct of its Subsidiaries or any of their business respective properties or assets, or (B) result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to any a right of termination, cancellation, first offer, first refusal, modification cancellation or acceleration of any material obligation or to the loss of a material benefit under any loan, guarantee of indebtedness or credit agreement, note, bond, mortgage, indenture, lease, agreement, contract, instrument, permit, concession, franchise, right or license binding upon Buyer Contract to which Company or any of its Subsidiaries or by which they or to which any of their respective properties, rights properties or assets are may be bound or subjectaffected, or result in the creation of any Lien (other than Buyer Permitted Liens and any Liens created in connection with any action taken by Company or its affiliates), in each case, Liens) upon any of the properties or assets of Buyer Company or any of its Subsidiaries or any contract to which Buyer or any of its Subsidiaries is a party or by which any of their respective properties or assets are boundSubsidiaries, (ii) conflict with or result in any violation of any provision of the Buyer Organizational Documents or (iii) conflict with or violate any applicable Lawsother than, except in the case of clauses (iii)(A) and (iii) for B), any such lossesviolation, suspensionsconflict, limitationsdefault, impairmentstermination, conflictscancellation, violationsacceleration, defaultsright, terminations, cancellations, accelerations, loss or Liens as Lien that would not reasonably be expected to have, individually or in the aggregate, a Buyer Company Material Adverse Effect.

Authority Relative to this Agreement; No Violation. (a) Buyer Each of the EnerJex Parties has the requisite corporate all necessary power and authority to execute and deliver this Agreement and each other document Transaction Document to be entered into by Buyer Parent and Merger Sub and, subject, in connection with the transactions contemplated hereby case of Parent, to the approval of the holders of a majority of the shares of Parent Common Stock entitled to vote thereon, in each case at a duly called meeting of the holders of shares of Common Stock at which a quorum is present (together with this Agreementcollectively, the “Buyer Transaction Documents”"Parent Shareholder Approvals") and, subject to Section 4.2(b), to consummate the transactions contemplated hereby and therebyTransactions, including the TransactionMerger. The execution, delivery and performance by EnerJex Parties of this Agreement and the other Buyer Transaction Documents and the consummation by each of them of the Merger and the other transactions contemplated hereby and thereby have been duly and validly authorized by the Board of Directors of Buyer and no other company all necessary action on the part of each Buyer Entity, and no other action on the part of any Buyer Entity is necessary to authorize the execution and delivery by any Buyer Entity of this Agreement and the other Buyer Transaction Documents and the consummation of the TransactionMerger. The Board of Directors of Buyer Parent, acting in accordance with the recommendation of the Special Committee of the Board of Directors of Parent, has duly and validly adopted resolutions (i) approving and declaring advisable approved this Agreement and the other Buyer Transaction DocumentsTransactions, including the Transaction, the Scheme of Arrangement and the other transactions contemplated hereby and thereby, and (ii) declaring that it is in the best interests of the Buyer Shareholders that Buyer enter into this Merger. This Agreement and the other Buyer Transaction Documents and consummate the Transaction, the Scheme of Arrangement and the other transactions contemplated hereby and thereby on the terms and subject to the conditions set forth herein and therein. None of the aforementioned resolutions, as of the date hereof, have been rescinded, modified or withdrawn in any way. Each of the Buyer Transaction Documents has been duly and validly executed and delivered by Buyer and, assuming each such Buyer Transaction Document has been duly authorized, executed and delivered by each other counterparty theretoBuyer Entity and, each of assuming due and valid authorization, execution and delivery hereof by BRE, is the Buyer Transaction Documents constitutes the legal, valid and binding obligation of Buyer, each Buyer Entity enforceable against Buyer each of them in accordance with its terms, except as such enforcement may be subject to (A) the effect of bankruptcy, insolvency, reorganization, receivership, administration, arrangement, moratorium or other Laws affecting or relating to creditors’ rights generally or (B) the Enforceability Remedies Exceptions. (b) Other than in connection with or in compliance with (i) the filing of the Certificates of Merger with the Secretaries of State of the State of Delaware and Nevada, (ii) the Exchange Act, (iiiii) the Securities Act, (iiiiv) applicable state securities, takeover and "blue sky" Laws, (v) the rules and regulations of the NYSEFINRA or Nasdaq, (iv) the HSR Act and any antitrust, competition, foreign investment or similar Laws outside of the United States set forth in Section 3.2(b) of the Company Disclosure Schedule and (vvi) the approvals set forth in Section 4.2(b) of the Buyer Parent Disclosure Schedule (collectively, the “Buyer "Parent Approvals”"), and, subject to the accuracy of the representations and warranties of Company BRE in Section 3.2(b3.3(b), no authorization, consent, Orderorder, license, permit or approval of, or registration, declaration, notice or filing with, or notice to, any Governmental Entity is necessary, under applicable Law, for the execution, delivery and performance of this Agreement or the consummation by any Buyer Entity of the transactions contemplated herebyTransactions, except for such authorizations, consents, Ordersorders, licenses, permits, approvals or filings that are not required to be obtained or made prior to consummation of the Transactions or that, if not obtained or made, would not reasonably be expected to materially impede or delay the consummation of the Mergers and the other Transactions or have, individually or in the aggregate, a Buyer Material Adverse Effect. (c) The execution, execution and delivery and performance by Buyer EnerJex Parties of this Agreement do not, and (assuming the Buyer Entity Approvals are obtained) the consummation of the transactions contemplated hereby Transactions and compliance with the provisions hereof will not (i) result in any loss, or suspension, limitation or impairment of any right of a Buyer Entity or any of its Subsidiaries to own or use any assets required for the conduct of their its business or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to any a right of termination, cancellation, first offer, first refusal, modification or acceleration of any material obligation or to the loss of a material benefit under any loan, guarantee of indebtedness or credit agreement, note, bond, mortgage, indenture, lease, agreement, contractcontract (including any Oil and Gas Lease or Oil and Gas Contract), instrument, permit, concession, franchise, right or license binding upon a Buyer Entity or any of its Subsidiaries or by which or to which any of their respective its properties, rights or assets are bound or subject, or result in the creation of any Lien (Liens other than Buyer Permitted Liens and any Liens created in connection with any action taken by Company or its affiliates)Liens, in each case, upon any of the properties or assets of a Buyer Entity or any of its Subsidiaries or any contract to which Buyer or any of its Subsidiaries is a party or by which any of their respective properties or assets are boundSubsidiaries, (ii) conflict with or result in any violation of any provision of the certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other equivalent organizational document, in each case as amended or restated, of a Buyer Organizational Documents Entity or any of its Subsidiaries or (iii) conflict with or violate any applicable Laws, except in the case of clauses (i) and (iii) for such losses, suspensions, limitations, impairments, conflicts, violations, defaults, terminations, cancellationscancellation, accelerations, or Liens as would not reasonably be expected to have, individually or in the aggregate, a Buyer Material Adverse Effect.

Authority Relative to this Agreement; No Violation. (a) Buyer If such Shareholder is a natural person, such Shareholder has the all requisite corporate power legal capacity to own such Shareholder’s Covered Navitas Delaware Shares and authority Covered Navitas Ireland Shares and to execute enter into, execute, deliver and deliver this Agreement and each other document to be entered into by Buyer in connection with the transactions contemplated hereby (together with perform such Shareholder’s obligations under this Agreement, the “Buyer Transaction Documents”) and, subject to Section 4.2(b), including to consummate the transactions contemplated hereby hereby. (b) If such Shareholder is not a natural person, (i) such Shareholder has all requisite entity power and therebyauthority to enter into, execute, deliver and perform such Shareholder’s obligations under this Agreement, including to consummate the Transaction. The executiontransactions contemplated hereby, (ii) the execution and delivery and performance of this Agreement and the other Buyer Transaction Documents and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by the Board governing body of Directors of Buyer such Shareholder and no other company action entity proceedings on the part of Buyer is such Shareholder are necessary to authorize the execution and delivery by Buyer of this Agreement and the other Buyer Transaction Documents and the consummation of the Transaction. The Board of Directors of Buyer has duly and validly adopted resolutions transactions contemplated hereby, (iiii) approving and declaring advisable this Agreement and the other Buyer Transaction Documents, including the Transaction, the Scheme of Arrangement and the other transactions contemplated hereby and thereby, and (ii) declaring that it is in the best interests of the Buyer Shareholders that Buyer enter into this Agreement and the other Buyer Transaction Documents and consummate the Transaction, the Scheme of Arrangement and the other transactions contemplated hereby and thereby on the terms and subject to the conditions set forth herein and therein. None of the aforementioned resolutions, as of the date hereof, have been rescinded, modified or withdrawn in any way. Each of the Buyer Transaction Documents has been duly and validly executed and delivered by Buyer such Shareholder and, assuming each such Buyer Transaction Document has been duly authorized, executed and delivered by each other counterparty thereto, each of the Buyer Transaction Documents this Agreement constitutes the legal, valid and binding obligation agreement of BuyerLOKB, constitutes the legal, valid and binding agreement of such Shareholder, enforceable against Buyer such Shareholder in accordance with its terms, except as such enforcement may be subject to (A) limited by the effect of bankruptcy, insolvency, reorganization, receivership, administration, arrangement, moratorium or other Laws affecting or relating to creditors’ rights generally or (B) the Enforceability Remedies Exceptions. (bc) Other than in connection with or in compliance with (i) the Exchange Act, (ii) the Securities Act, (iii) the rules and regulations of the NYSE, (iv) the HSR Act and any antitrust, competition, foreign investment or similar Laws outside of the United States set forth in Section 3.2(b) of the Company Disclosure Schedule and (v) the approvals set forth in Section 4.2(b) of the Buyer Disclosure Schedule (collectively, the “Buyer Approvals”), and, subject to the accuracy of the representations and warranties of Company in Section 3.2(b), no No authorization, consent, Orderorder, license, permit or approval of, or registration, declaration, notice or filing with, or notice to, any Governmental Entity Authority is necessary, under applicable Law, for the execution, delivery and performance of this Agreement or the consummation by Buyer such Shareholder of the transactions contemplated herebyby this Agreement, except for such authorizationsin each case, consents, Orders, licenses, permits, approvals the failure of which to receive or filings that, if not obtained or made, obtain as would not reasonably be expected to have, individually or in the aggregate, a Buyer Material Adverse Effectmaterial adverse effect on such Shareholder’s ability to perform and comply with its covenants and agreements under this Agreement. (cd) The execution, execution and delivery and performance by Buyer such Shareholder of this Agreement do not, and (assuming the Buyer Approvals are obtained) the consummation of the transactions contemplated hereby and compliance with the provisions hereof will not not, (i) result in any loss, suspension, limitation or impairment of any right of Buyer or any of its Subsidiaries to own or use any assets required for the conduct of their business or (A) result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to any a right of termination, cancellation, first offer, first refusal, modification acceleration or acceleration put right of any material obligation or to the loss of a material benefit under any loan, guarantee of indebtedness contract or credit agreement, note, bond, mortgage, indenture, lease, agreement, contract, instrument, permit, concession, franchise, right or license binding upon Buyer or any of its Subsidiaries or by which or agreement to which any of their respective properties, rights such Shareholder is a party or assets are bound or subject, or (B) result in the creation of any Lien (other than Buyer Permitted Liens and any Liens created in connection with any action taken by Company or its affiliates), in each case, upon any of the properties or assets of Buyer or any of its Subsidiaries or any contract to which Buyer or any of its Subsidiaries is a party or by which any of their respective properties or assets are boundsuch Shareholder, (ii) solely if such Shareholder is not a natural person, conflict with or result in any violation of any provision of the Buyer Organizational Documents of such Shareholder or (iii) conflict with or violate any applicable LawsLaw, except other than, in the case of clauses (i) and (iii) for ), any such lossesviolation, suspensionsconflict, limitationsdefault, impairmentsright of termination, conflictscancellation, violationsacceleration or put, defaults, terminations, cancellations, accelerations, loss or Liens as Lien that would not reasonably be expected to have, individually or in the aggregate, a Buyer Material Adverse Effectmaterial adverse effect on such Shareholder’s ability to perform and comply with its covenants and agreements under this Agreement.

Authority Relative to this Agreement; No Violation. (a) Buyer The ESOP Trustee: (i) is a fiduciary of the ESOP as described in Section 3(21)(A) of ERISA and is independent of all other Parties to this Agreement; (ii) is vested with the authority to act on behalf of the ESOP to the extent specified in the Plan and the Trust and except as otherwise provided under ERISA with respect to the responsibilities of the board of directors of Parent as “appointing fiduciaries”; and (iii) has the requisite corporate power and authority to act on behalf of the ESOP, to execute and deliver this Agreement in its capacity as ESOP Trustee for, and each other document to be entered into by Buyer in connection with the transactions contemplated hereby (together with this Agreementon behalf of, the “Buyer Transaction Documents”) and, subject to Section 4.2(b)ESOP, to consummate the transactions contemplated hereby by this Agreement and thereby, including the Transaction. to carry out fully its obligations hereunder. (b) The execution, execution and delivery and performance of this Agreement and the other Buyer Transaction Documents and the consummation of the transactions contemplated hereby and thereby by this Agreement have been duly and validly authorized by the Board of Directors of Buyer and ESOP Trustee; and, no other company action Proceedings on the part of Buyer is the ESOP or the ESOP Trustee are necessary to authorize the execution and delivery by Buyer of this Agreement and the other Buyer Transaction Documents and the consummation of the Transaction. The Board of Directors of Buyer has duly and validly adopted resolutions (i) approving and declaring advisable this Agreement and the other Buyer Transaction Documents, including the Transaction, the Scheme of Arrangement and the other transactions contemplated hereby and thereby, and (ii) declaring that it is in the best interests of the Buyer Shareholders that Buyer enter into by this Agreement. This Agreement and the other Buyer Transaction Documents and consummate the Transaction, the Scheme of Arrangement and the other transactions contemplated hereby and thereby on the terms and subject to the conditions set forth herein and therein. None of the aforementioned resolutions, as of the date hereof, have been rescinded, modified or withdrawn in any way. Each of the Buyer Transaction Documents has been duly and validly executed and delivered by Buyer the ESOP Trustee solely in its capacity as trustee for, and on behalf of, the ESOP and not in his individual capacity and, assuming each such Buyer Transaction Document this Agreement has been duly authorized, and validly executed and delivered by each the other counterparty theretoParties hereto, each of the Buyer Transaction Documents this Agreement constitutes the legal, valid and binding obligation agreements of Buyerthe ESOP Trustee, enforceable against Buyer the ESOP in accordance with its terms, terms except as such enforcement may be subject limited by the Creditors’ Rights and Equitable Limitations. No governmental authorization is required to (A) be made or obtained by the effect of bankruptcy, insolvency, reorganization, receivership, administration, arrangement, moratorium or other Laws affecting or relating to creditors’ rights generally or (B) the Enforceability Exceptions. (b) Other than in connection with or in compliance with (i) the Exchange Act, (ii) the Securities Act, (iii) the rules and regulations of the NYSE, (iv) the HSR Act and any antitrust, competition, foreign investment or similar Laws outside of the United States set forth in Section 3.2(b) of the Company Disclosure Schedule and (v) the approvals set forth in Section 4.2(b) of the Buyer Disclosure Schedule (collectively, the “Buyer Approvals”), and, subject to the accuracy of the representations and warranties of Company in Section 3.2(b), no authorization, consent, Order, license, permit or approval of, or registration, declaration, notice or filing with, or notice to, any Governmental Entity is necessary, under applicable Law, ESOP for the execution, execution and delivery and performance by the ESOP Trustee of this Agreement or the consummation by Buyer the ESOP Trustee of the transactions contemplated herebyby this Agreement. No governmental authorization or other Consent is required in connection with executing or carrying out this Agreement; and, except for such authorizationsneither the ESOP Trustee nor the ESOP is subject to or obligated under any charter, consentsbylaw, Orders, licenses, permits, approvals or filings that, if not obtained or made, would not reasonably be expected to have, individually or in the aggregate, a Buyer Material Adverse Effect. (c) The execution, delivery and performance by Buyer of this Agreement do not, and (assuming the Buyer Approvals are obtained) the consummation of the transactions contemplated hereby and compliance with the provisions hereof will not (i) result in any loss, suspension, limitation or impairment of any right of Buyer contract or any of its Subsidiaries to own Governmental License, franchise or use any assets required for the conduct of their business or result in any violation ofpermit, or subject to any order or decree, which would be breached or violated, or cause a default or acceleration (with or without notice or lapse of time, or both) under, or give rise to any right of termination, cancellation, first offer, first refusal, modification or acceleration of any material obligation or to the loss of a material benefit under any loan, guarantee of indebtedness or credit agreement, note, bond, mortgage, indenture, lease, agreement, contract, instrument, permit, concession, franchise, right or license binding upon Buyer or any of its Subsidiaries or by which or to which any of their respective properties, rights or assets are bound or subject, or result in the creation of any Lien (other than Buyer Permitted Liens and any Liens created in connection with any action taken by Company or its affiliates), in each case, upon any of the properties by its executing or assets of Buyer or any of its Subsidiaries or any contract to which Buyer or any of its Subsidiaries is a party or by which any of their respective properties or assets are bound, (ii) conflict with or result in any violation of any provision of the Buyer Organizational Documents or (iii) conflict with or violate any applicable Laws, except in the case of clauses (i) and (iii) for such losses, suspensions, limitations, impairments, conflicts, violations, defaults, terminations, cancellations, accelerations, or Liens as would not reasonably be expected to have, individually or in the aggregate, a Buyer Material Adverse Effectcarrying out this Agreement.