Common use of Capitalization of the Partnership Entities Clause in Contracts

Capitalization of the Partnership Entities. (a) All of the outstanding partnership interests in Rhino have been duly authorized and validly issued in accordance with the Rhino LP Agreement, are fully paid (to the extent required under the Rhino LP Agreement) and nonassessable, and, as of the respective dates of the SEC Filings and the Financial Statements, were issued and held as described therein. Rhino GP is the sole general partner of Rhino with a 0.6% general partner interest in Rhino prior to giving effect to the dilution of such interest resulting from the Series A Preferred Financing. On the date hereof, the issued and outstanding limited partner interests of Rhino consist of 7,905,799 Common Units, 1,235,534 Subordinated Units and the Incentive Distribution Rights. Rhino GP is the sole record and beneficial owner of all of the issued and outstanding Incentive Distribution Rights. (b) The Call Option Premium Units (and the limited partner interests represented thereby) to be issued to Holdings as of the date hereof have been duly authorized in accordance with the Rhino LP Agreement, and, when issued and delivered to Holdings in accordance with the terms hereof, will be validly issued, fully paid (to the extent required under the Rhino LP Agreement) and nonassessable and will be issued free and clear of any Encumbrance, other than restrictions under applicable securities Law. If either the Call Option or the Put Option becomes exercisable and is exercised, the Option Exercise Consideration Units (and the limited partner interests represented thereby) to be issued to Holdings and the Rhino GP LLC Interest to be transferred from Royal to Holdings will be duly authorized in accordance with the Rhino LP Agreement and the Company Agreement, as applicable, and, if and when issued, transferred and delivered to Holdings in accordance with the terms hereof, will be validly issued, fully paid (to the extent required under the Rhino LP Agreement or the Company Agreement) and nonassessable and will be issued free and clear of any Encumbrance, other than restrictions under applicable securities Law. (c) No Encumbrance exists upon any outstanding share (or other percentage ownership interests) of Capital Stock of any Partnership Entity which Rhino directly or indirectly owns other than the Permitted Encumbrances. Except as set forth on Schedule 5.2(c), Rhino does not own, of record or beneficially, directly or indirectly through any Person, and does not control, directly or indirectly through any Person or otherwise, any Capital Stock of any entity other than a Partnership Entity. All of the outstanding shares of Capital Stock of the Partnership Entities that are corporations or limited liability companies have been duly authorized and validly issued and are fully paid and nonassessable. All of the outstanding shares of Capital Stock of the Partnership Entities that are general or limited partnerships have been duly authorized and validly issued in accordance with such Partnership Entity’s partnership agreement and such Capital Stock has been fully paid for (to the extent required under such Partnership Entity’s partnership agreement) and is nonassessable. (d) Except (i) as described in the SEC Filings and (ii) for the Call Option Premium Units to be issued pursuant to this Agreement, there are no preemptive rights or other rights to subscribe for or to purchase, nor any restriction upon the voting or transfer of, any interests in Rhino pursuant to the Rhino LP Agreement or any other agreement or instrument to which Rhino is a party or by which either of them may be bound. Neither the offering nor the sale of the New Rhino Units or the Rhino GP LLC Interest as contemplated by this Agreement gives rise to any rights for or relating to the issuance or registration of any of the Common Units or the Rhino GP LLC Units or other securities of Rhino or any other Partnership Entities, except pursuant to this Agreement, or such rights as have been waived or satisfied. Except (i) as set forth in the SEC Filings and (ii) pursuant to the Partnership Plans, no options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities for, partnership securities or ownership interests in Rhino are outstanding, other than the Series A Preferred Units issued in connection with the Series A Preferred Financing. (e) The New Rhino Units and the Rhino GP LLC Interest if and when issued and delivered pursuant to this Agreement, will conform in all material respects to the description thereof contained in the Rhino LP Agreement and the Company Agreement, as applicable. Rhino has all requisite power and authority to issue, sell and deliver the New Rhino Units in accordance with and upon the terms and conditions set forth in this Agreement and the Rhino LP Agreement. Royal has all requisite power and authority to transfer, sell and deliver the Rhino GP LLC Interest in accordance with and upon the terms and conditions set forth in this Agreement and the Company Agreement. All corporate, partnership and limited liability company action, as the case may be, required to be taken by Royal, Rhino and Rhino GP or any of their respective partners or members for the authorization, issuance, sale and delivery of the Call Option Premium Units has been validly taken, and no other authorization by any of such parties is required therefor. As of the Issuance and Transfer Upon Exercise, all corporate, partnership and limited liability company action, as the case may be, required to be taken by Royal, Rhino and Rhino GP or any of their respective partners or members for the authorization, issuance, sale, transfer and delivery of the Option Exercise Consideration Units and the Rhino GP LLC Interest shall have been validly taken, and no other authorization by any of such parties is required therefor.

Capitalization of the Partnership Entities. (a) All of the outstanding partnership equity interests in Rhino have been duly authorized and validly issued in accordance with the Rhino LP Agreement, are fully paid (to the extent required under the Rhino LP Agreement) and nonassessable, and, as of the respective dates of the SEC Filings and the Financial Statements, were issued and held as described therein. Rhino GP is the sole general partner of Rhino with a 0.6% general partner interest in Rhino prior to giving effect to the dilution of such interest resulting from the Series A Preferred FinancingRhino. On the date hereof, the issued and outstanding limited partner interests of Rhino consist of 7,905,799 Common Units, 1,235,534 Subordinated Units and the Incentive Distribution Rights. Rhino GP is the sole record and beneficial owner 1,235,534 subordinated units of all of the issued and outstanding Incentive Distribution RightsRhino. (b) The Call Option Premium New Rhino LP Units (and the limited partner interests represented thereby) to be issued to Holdings as of the date hereof have been duly authorized in accordance with the Rhino LP Agreement, and, when issued and delivered to Holdings in accordance with the terms hereof, will be validly issued, fully paid (to the extent required under the Rhino LP Agreement) and nonassessable and will be issued free and clear of any Encumbrance, other than restrictions under applicable securities Law. If either the Call Option or the Put Option becomes exercisable and is exercised, the Option Exercise Consideration Units (and the limited partner interests represented thereby) to be issued to Holdings and the Rhino GP LLC Interest to be transferred from Royal issued to Holdings at the Closing, will be duly authorized in accordance with the Rhino LP Agreement and the Company Agreement, as applicable, and, if and when issued, transferred issued and delivered to Holdings pursuant to the Exchange in accordance with the terms hereof, will be validly issued, fully paid (to the extent required under the Rhino LP Agreement or and the Company Agreement) and nonassessable and will be issued free and clear of any Encumbrance, other than restrictions under applicable securities Law. (c) No Encumbrance exists upon any outstanding share (or other percentage ownership interests) of Capital Stock of any Partnership Entity which Rhino directly or indirectly owns other than the Permitted Encumbrances. Except as set forth on in Schedule 5.2(c), Rhino does not own, of record or beneficially, directly or indirectly through any Person, and does not control, directly or indirectly through any Person or otherwise, any Capital Stock of any entity other than a Partnership Entity. All of the outstanding shares of Capital Stock of the Partnership Entities that are corporations or limited liability companies have been duly authorized and validly issued and are fully paid and nonassessable. All of the outstanding shares of Capital Stock of the Partnership Entities that are general or limited partnerships have been duly authorized and validly issued in accordance with such Partnership Entity’s partnership agreement and such Capital Stock has been fully paid for (to the extent required under such Partnership Entity’s partnership agreement) and is nonassessable. (d) Except (i) as described in the SEC Filings and (ii) for the Call Option Premium Rhino LP Units to be issued pursuant to this Agreement, there are no preemptive rights or other rights to subscribe for or to purchase, nor any restriction upon the voting or transfer of, any interests in Rhino pursuant to the Rhino LP Agreement or any other agreement or instrument to which Rhino is a party or by which either of them may be bound. Neither the offering nor the sale of the New Rhino Units or the Rhino GP LLC Interest as contemplated by this Agreement gives rise to any rights for or relating to the issuance or registration of any of the Common Units or the Rhino GP LLC Units or other securities of Rhino or any other Partnership Entities, except pursuant to this Agreement, or such rights as have been waived or satisfied. Except (i) as set forth in the SEC Filings and (ii) pursuant to the Partnership Plans, no options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities for, partnership securities or ownership interests in Capital Stock of Rhino are outstanding, other than the Series A Preferred Units issued in connection with the Series A Preferred Financing. (e) The New Rhino Units and the Rhino GP LLC Interest if and when issued and delivered pursuant to this Agreementthe Exchange, will conform in all material respects to the description thereof contained in the Rhino LP Agreement and the Company Agreement, as applicable. Rhino has all requisite power and authority to issue, sell and deliver the New Rhino Units in accordance with and upon the terms and conditions set forth in this Agreement and the Rhino LP Agreement. Royal has all requisite power and authority to transfer, sell and deliver the Rhino GP LLC Interest in accordance with and upon the terms and conditions set forth in this Agreement and the Company Agreement. All corporateAs of the Closing Date, all partnership and limited liability company action, as the case may be, required to be taken by Royal, Rhino and Rhino GP or any of their respective partners or members for the authorization, issuance, sale and delivery of the Call Option Premium Units has been validly taken, and no other authorization by any of such parties is required therefor. As of the Issuance and Transfer Upon Exercise, all corporate, partnership and limited liability company action, as the case may be, required to be taken by Royal, New Rhino and Rhino GP or any of their respective partners or members for the authorization, issuance, sale, transfer and delivery of the Option Exercise Consideration LP Units and the Rhino GP LLC Interest shall have been validly taken, and no other authorization by any of such parties is required therefor.

Capitalization of the Partnership Entities. (a) All of the outstanding partnership interests in Rhino Common Units, Senior Subordinated Units, Junior Subordinated Units and General Partner Units have been duly authorized and validly issued in accordance with the Rhino LP Amended and Restated Agreement of Limited Partnership of the Partnership, as amended by Amendments Xx. 0, Xx. 0 and No. 3 (the “Original Partnership Agreement”), are fully paid (to the extent required under the Rhino LP Partnership Agreement) and nonassessablenonassessable (except as such nonassessability may be affected by matters described in Sections 17-303 and 17-607 of the Delaware LP Act), and, as of the respective dates of the SEC Filings Reports and the Financial Statements, were issued and held as described therein. Rhino Partnership GP is the sole general partner of Rhino the Partnership with a 0.61% general partner interest in Rhino prior to giving effect to the dilution of such interest resulting from the Series A Preferred FinancingPartnership. On the date hereof, the issued and outstanding limited partner interests of Rhino the Partnership consist of 7,905,799 32,165,528 Common Units, 1,235,534 3,391,982 Senior Subordinated Units, 345,364 Junior Subordinated Units, and 325,729 General Partner Units and which General Partnership Units include 1,629 Units implied by Partnership GP’s ownership of Star/Petro Inc. On the Incentive Distribution Rights. Rhino GP is the sole record and beneficial owner of all of the date hereof, there are no Class A or Class B Common Units issued and outstanding Incentive Distribution Rightsoutstanding. (b) The Call Option Premium Common Units (and the limited partner interests represented thereby) and the New General Partner Units (and the general partner interests represented thereby) to be issued to Holdings as of the date hereof have been Buyers at the Closing, will be duly authorized in accordance with the Rhino LP New Partnership Agreement, and, when issued and delivered to Holdings the Buyers against payment therefor in accordance with the terms hereof, will be validly issued, fully paid (to the extent required under the Rhino LP New Partnership Agreement) and nonassessable (except as such nonassessability may be affected by matters described in Sections 17-303 and 17-607 of the Delaware LP Act) and will be issued free and clear of any lien, claim or Encumbrance, other than restrictions under applicable securities Law. If either the Call Option or the Put Option becomes exercisable and is exercised, the Option Exercise Consideration Units (and the limited partner interests represented thereby) to be issued to Holdings and the Rhino GP LLC Interest to be transferred from Royal to Holdings will be duly authorized in accordance with the Rhino LP Agreement and the Company Agreement, as applicable, and, if and when issued, transferred and delivered to Holdings in accordance with the terms hereof, will be validly issued, fully paid (to the extent required under the Rhino LP Agreement or the Company Agreement) and nonassessable and will be issued free and clear of any Encumbrance, other than restrictions under applicable securities Law. (c) No Encumbrance exists upon any outstanding share (or other percentage ownership interests) of Capital Stock of any Partnership Entity which Rhino the Partnership directly or indirectly owns other than (i) the Encumbrances, if any, set forth in Schedule 3.2(c), and (ii) Permitted Encumbrances. Except as set forth on in Schedule 5.2(c3.2(c), Rhino the Partnership does not own, of record or beneficially, directly or indirectly through any Person, and does not control, directly or indirectly through any Person or otherwise, any Capital Stock of any entity other than a Partnership Entity. All of the outstanding shares of Capital Stock of the Partnership Entities that are corporations or limited liability companies have been duly authorized and validly issued and are fully paid and nonassessable. All of the outstanding shares of Capital Stock of the Partnership Entities that are general or limited partnerships have been duly authorized and validly issued in accordance with such Partnership Entity’s partnership agreement and such Capital Stock has been fully paid for (to the extent required under such Partnership Entity’s partnership agreement) and is nonassessablenonassessable (except as such nonassessability may be affected by matters described in Sections 17-303 and 17-607 of the Delaware LP Act or similar partnership laws of its Organization State). (d) Except (i) as described in the SEC Filings and Reports, (ii) arising under any Partnership Plan, and (iii) for the Call Option Premium Common Units and the General Partner Units to be issued pursuant to this AgreementAgreement and the Rights Offering, there are no preemptive rights or other rights to subscribe for or to purchase, nor any restriction upon the voting or transfer of, any interests in Rhino the Partnership pursuant to the Rhino LP Original Partnership Agreement or any other agreement or instrument to which Rhino the Partnership is a party or by which either of them may be bound. Neither the offering nor the sale of the New Rhino Common Units or the Rhino GP LLC Interest General Partner Units as contemplated by this Agreement gives rise to any rights for or relating to the issuance or registration of any of the Common Units or the Rhino GP LLC Units or other securities of Rhino the Partnership or any other Partnership Entities, except pursuant to this Agreement, to the Rights Agreement, or such rights as have been waived or satisfied. Except (i) as set forth in the SEC Filings Reports and (ii) pursuant to the Partnership Plans, no options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities for, partnership securities or ownership interests in Rhino Capital Stock of the Partnership are outstanding, other than the Series A Preferred Units issued in connection with the Series A Preferred Financing. (e) The New Rhino Common Units and the Rhino GP LLC Interest if and New General Partner Units when issued and delivered pursuant to this Agreementagainst payment therefor as provided herein, will conform in all material respects to the description thereof contained in the Rhino LP Agreement and the Company New Partnership Agreement, as applicable. Rhino The Partnership has all requisite power and authority (other than the approval by the limited partners of the Transaction, or components thereof, as applicable, in accordance with Applicable Law, the Original Partnership Agreement and the rules of the NYSE) to issue, sell and deliver the Common Units and the New Rhino General Partner Units in accordance with and upon the terms and conditions set forth in this Agreement and the Rhino LP New Partnership Agreement. Royal has As of the Closing Date, all requisite power and authority to transfer, sell and deliver the Rhino GP LLC Interest in accordance with and upon the terms and conditions set forth in this Agreement and the Company Agreement. All corporate, partnership and limited liability company corporate action, as the case may be, required to be taken by Royal, Rhino the Partnership and Rhino the Partnership GP or any of their respective partners or members for the authorization, issuance, sale and delivery of the Call Option Premium Units has been validly taken, and no other authorization by any of such parties is required therefor. As of the Issuance and Transfer Upon Exercise, all corporate, partnership and limited liability company action, as the case may be, required to be taken by Royal, Rhino and Rhino GP or any of their respective partners or members for the authorization, issuance, sale, transfer and delivery of the Option Exercise Consideration Common Units and the Rhino GP LLC Interest New General Partner Units shall have been validly taken, and no other authorization by any of such parties is required therefor.

Capitalization of the Partnership Entities. (a) All of the outstanding partnership interests in Rhino Common Units, Senior Subordinated Units, Junior Subordinated Units and General Partner Units have been duly authorized and validly issued in accordance with the Rhino LP Amended and Restated Agreement of Limited Partnership of the Partnership, as amended by Amendments Xx. 0, Xx. 0 and No. 3 (the “Original Partnership Agreement”), are fully paid (to the extent required under the Rhino LP Partnership Agreement) and nonassessablenonassessable (except as such nonassessability may be affected by matters described in Sections 17-303 and 17-607 of the Delaware LP Act), and, as of the respective dates of the SEC Filings Reports and the Financial Statements, were issued and held as described therein. Rhino Partnership GP is the sole general partner of Rhino the Partnership with a 0.61% general partner interest in Rhino prior to giving effect to the dilution of such interest resulting from the Series A Preferred FinancingPartnership. On the date hereof, the issued and outstanding limited partner interests of Rhino the Partnership consist of 7,905,799 32,165,528 Common Units, 1,235,534 3,391,982 Senior Subordinated Units, 345,364 Junior Subordinated Units, and 325,729 General Partner Units and which General Partnership Units include 1,629 Units implied by Partnership GP’s ownership of Star/Petro Inc. On the Incentive Distribution Rights. Rhino GP is the sole record and beneficial owner of all of the date hereof, there are no Class A or Class B Common Units issued and outstanding Incentive Distribution Rightsoutstanding. (b) The Call Option Premium Common Units (and the limited partner interests represented thereby) and the New General Partner Units (and the general partner interests represented thereby) to be issued to Holdings as of the date hereof have been Buyers at the Closing, will be duly authorized in accordance with the Rhino LP New Partnership Agreement, and, when issued and delivered to Holdings the Buyers against payment therefor in accordance with the terms hereof, will be validly issued, fully paid (to the extent required under the Rhino LP New Partnership Agreement) and nonassessable (except as such nonassessability may be affected by matters described in Sections 17-303 and 17-607 of the Delaware LP Act) and will be issued free and clear of any lien, claim or Encumbrance, other than restrictions under applicable securities Law. If either the Call Option or the Put Option becomes exercisable and is exercised, the Option Exercise Consideration Units (and the limited partner interests represented thereby) to be issued to Holdings and the Rhino GP LLC Interest to be transferred from Royal to Holdings will be duly authorized in accordance with the Rhino LP Agreement and the Company Agreement, as applicable, and, if and when issued, transferred and delivered to Holdings in accordance with the terms hereof, will be validly issued, fully paid (to the extent required under the Rhino LP Agreement or the Company Agreement) and nonassessable and will be issued free and clear of any Encumbrance, other than restrictions under applicable securities Law. (c) No Encumbrance exists upon any outstanding share (or other percentage ownership interests) of Capital Stock of any Partnership Entity which Rhino the Partnership directly or indirectly owns other than (i) the Encumbrances, if any, set forth in Schedule 3.2(c), and (ii) Permitted Encumbrances. Except as set forth on in Schedule 5.2(c3.2(c), Rhino the Partnership does not own, of record or beneficially, directly or indirectly through any Person, and does not control, directly or indirectly through any Person or otherwise, any Capital Stock of any entity other than a Partnership Entity. All of the outstanding shares of Capital Stock of the Partnership Entities that are corporations or limited liability companies have been duly authorized and validly issued and are fully paid and nonassessable. All of the outstanding shares of Capital Stock of the Partnership Entities that are general or limited partnerships have been duly authorized and validly issued in accordance with such Partnership Entity’s partnership agreement and such Capital Stock has been fully paid for (to the extent required under such Partnership Entity’s partnership agreement) and is nonassessablenonassessable (except as such nonassessability may be affected by matters described in Sections 17-303 and 17-607 of the Delaware LP Act or similar partnership laws of its Organization State). (d) Except (i) as described in the SEC Filings and Reports, (ii) arising under any Partnership Plan, and (iii) for the Call Option Premium Common Units and the General Partner Units to be issued pursuant to this AgreementAgreement and the Rights Offering, there are no preemptive rights or other rights to subscribe for or to purchase, nor any restriction upon the voting or transfer of, any interests in Rhino the Partnership pursuant to the Rhino LP Original Partnership Table of Contents Agreement or any other agreement or instrument to which Rhino the Partnership is a party or by which either of them may be bound. Neither the offering nor the sale of the New Rhino Common Units or the Rhino GP LLC Interest General Partner Units as contemplated by this Agreement gives rise to any rights for or relating to the issuance or registration of any of the Common Units or the Rhino GP LLC Units or other securities of Rhino the Partnership or any other Partnership Entities, except pursuant to this Agreement, to the Rights Agreement, or such rights as have been waived or satisfied. Except (i) as set forth in the SEC Filings Reports and (ii) pursuant to the Partnership Plans, no options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities for, partnership securities or ownership interests in Rhino Capital Stock of the Partnership are outstanding, other than the Series A Preferred Units issued in connection with the Series A Preferred Financing. (e) The New Rhino Common Units and the Rhino GP LLC Interest if and New General Partner Units when issued and delivered pursuant to this Agreementagainst payment therefor as provided herein, will conform in all material respects to the description thereof contained in the Rhino LP Agreement and the Company New Partnership Agreement, as applicable. Rhino The Partnership has all requisite power and authority (other than the approval by the limited partners of the Transaction, or components thereof, as applicable, in accordance with Applicable Law, the Original Partnership Agreement and the rules of the NYSE) to issue, sell and deliver the Common Units and the New Rhino General Partner Units in accordance with and upon the terms and conditions set forth in this Agreement and the Rhino LP New Partnership Agreement. Royal has As of the Closing Date, all requisite power and authority to transfer, sell and deliver the Rhino GP LLC Interest in accordance with and upon the terms and conditions set forth in this Agreement and the Company Agreement. All corporate, partnership and limited liability company corporate action, as the case may be, required to be taken by Royal, Rhino the Partnership and Rhino the Partnership GP or any of their respective partners or members for the authorization, issuance, sale and delivery of the Call Option Premium Units has been validly taken, and no other authorization by any of such parties is required therefor. As of the Issuance and Transfer Upon Exercise, all corporate, partnership and limited liability company action, as the case may be, required to be taken by Royal, Rhino and Rhino GP or any of their respective partners or members for the authorization, issuance, sale, transfer and delivery of the Option Exercise Consideration Common Units and the Rhino GP LLC Interest New General Partner Units shall have been validly taken, and no other authorization by any of such parties is required therefor.