Common use of Capitalization; Title to Subject Interests Clause in Contracts

Capitalization; Title to Subject Interests. (a) SPLC owns, beneficially and of record, the Subject Interests and will convey good title, free and clear of all Liens, to the Subject Interests to SHLX or its designee. Except as provided in the Zydeco Voting Agreement, the Subject Interests are not subject to any agreements or understandings with respect to the voting or transfer of any of the Subject Interests (except the purchase and sale of the Subject Interests contemplated by this Agreement and restrictions under applicable federal and state securities laws). The Zydeco Subject Interests have been duly authorized and are validly issued, fully paid and nonassessable (except as such nonassessability may be affected by Sections 18-607 and 18-804 of the Delaware LLC Act). The Colonial Subject Interests have been duly authorized and are validly issued, fully paid and nonassessable. (b) There are (i) no authorized or outstanding subscriptions, warrants, options, convertible securities or other rights (contingent or otherwise) to purchase or otherwise acquire from Zydeco any equity interests of or in Zydeco, (ii) no commitments on the part of Zydeco to issue membership interests, shares, subscriptions, warrants, options, convertible securities or other similar rights, and (iii) no equity securities of Zydeco reserved for issuance for any such purpose. Zydeco has no obligation (contingent or other) to purchase, redeem or otherwise acquire any of its equity securities or interests. Except for this Agreement and the Zydeco Voting Agreement, there is no voting trust or agreement, stockholders agreement, pledge agreement, buy-sell agreement, right of first refusal, preemptive right or proxy relating to any equity securities of Zydeco. Zydeco owns no equity interests in any other Person. (c) To the Knowledge of SPLC, there are (i) no authorized or outstanding subscriptions, warrants, options, convertible securities or other rights (contingent or otherwise) to purchase or otherwise acquire from Colonial any equity interests of or in Colonial, (ii) no commitments on the part of Colonial to issue membership interests, shares, subscriptions, warrants, options, convertible securities or other similar rights, and (iii) no equity securities of Colonial reserved for issuance for any such purpose. To the Knowledge of SPLC, Colonial has no obligation (contingent or other) to purchase, redeem or otherwise acquire any of its equity securities or interests. To the Knowledge of SPLC, except for this Agreement, there is no voting trust or agreement, stockholders agreement, pledge agreement, buy-sell agreement, right of first refusal, preemptive right or proxy relating to any equity securities of the Company. To the Knowledge of SPLC, Colonial owns no equity interests in any other Person.

Capitalization; Title to Subject Interests. (a) SPLC owns, beneficially and of record, the Subject Interests and will convey good title, free and clear of all Liens, to the Subject Interests to SHLX or its designee. Except (i) as expressly provided for in the Zydeco Voting Pecten LLC Agreement, (ii) for the contribution of the Subject Interests contemplated by this Agreement; and (iii) for restrictions under applicable federal and state securities laws, the Subject Interests are not subject to any agreements or understandings with respect to the their voting or transfer transfer, stockholders agreement, pledge agreement, buy-sell agreement, right of any of the Subject Interests (except the purchase and sale of the Subject Interests contemplated by this Agreement and restrictions under applicable federal and state securities laws)first refusal, preemptive right or proxy arrangement. The Zydeco Subject Interests have been duly authorized and are validly issued, issued and fully paid and nonassessable (except as such nonassessability may be affected by Sections 18-607 and 18-804 of the Delaware LLC Act). The Colonial Subject Interests have been duly authorized and are validly issued, fully paid and nonassessable. (b) There are (i) no authorized or outstanding subscriptions, warrants, options, convertible securities or other rights (contingent or otherwise) to purchase or otherwise acquire from Zydeco Pecten any equity interests of or in ZydecoPecten, (ii) no commitments on the part of Zydeco Pecten to issue membership interests, shares, subscriptions, warrants, options, convertible securities or other similar rights, and (iii) no equity securities of Zydeco Pecten reserved for issuance for any such purpose. Zydeco Pecten has no obligation (contingent or other) to purchase, redeem or otherwise acquire any of its equity securities or interests. Except for this as expressly provided in the Pecten LLC Agreement and the Zydeco Voting Agreement, there is no voting trust or agreement, stockholders agreement, pledge agreement, buy-sell agreement, right of first refusal, preemptive right or proxy relating to any equity securities of Zydeco. Zydeco owns no equity interests in any other Person. (c) To the Knowledge of SPLC, there are (i) no authorized or outstanding subscriptions, warrants, options, convertible securities or other rights (contingent or otherwise) to purchase or otherwise acquire from Colonial any equity interests of or in Colonial, (ii) no commitments on the part of Colonial to issue membership interests, shares, subscriptions, warrants, options, convertible securities or other similar rights, and (iii) no equity securities of Colonial reserved for issuance for any such purpose. To the Knowledge of SPLC, Colonial has no obligation (contingent or other) to purchase, redeem or otherwise acquire any of its equity securities or interests. To the Knowledge of SPLC, except for this Agreement, there is no voting trust or agreement, stockholders agreement, pledge agreement, buy-sell agreement, right of first refusal, preemptive right or proxy relating to any equity securities of the CompanyPecten. To the Knowledge of SPLC, Colonial Pecten owns no equity interests in any other Person.

Capitalization; Title to Subject Interests. (a) SPLC Immediately prior to the Closing, EQT Gathering Holdings is the sole member of each of AVC and Xxxxx and owns, beneficially and of record, all of the Subject Interests authorized, issued and will convey good title, outstanding limited liability company interests of AVC and Xxxxx free and clear of all Liens, to Liens other than restrictions on transfer under the Subject Interests to SHLX applicable limited liability company agreement of AVC or its designee. Except as provided in the Zydeco Voting AgreementXxxxx, the Subject Interests are not subject to any agreements DLLCA or understandings with respect to the voting or transfer of any of the Subject Interests (except the purchase and sale of the Subject Interests contemplated by this Agreement and restrictions under applicable federal and or state securities laws). The Zydeco Subject Interests have been duly authorized and are validly issued, fully paid and nonassessable (except as such nonassessability may be affected by Sections 18-607 and 18-804 AVC Interest represents 100% of the Delaware LLC Act)issued and outstanding limited liability company interests in AVC. The Colonial Subject Interests have been duly authorized Xxxxx Interest represents 100% of the issued and are validly issued, fully paid and nonassessableoutstanding limited liability company interests in Xxxxx. (b) There are (i) no authorized or outstanding subscriptions, warrants, options, convertible securities or other rights (contingent or otherwise) to purchase or otherwise acquire from Zydeco any equity interests of or in ZydecoAVC or Xxxxx (other than in connection with the AVC Sale or the Xxxxx Sale, as applicable), (ii) no commitments on the part of Zydeco AVC or Xxxxx to issue membership limited liability company interests, shares, subscriptions, warrants, options, convertible securities or other similar rights, and (iii) no equity securities of Zydeco AVC or Xxxxx reserved for issuance for any such purpose. Zydeco Neither AVC nor Xxxxx has no any obligation (contingent or other) to purchase, redeem or otherwise acquire any of its equity securities or (including its limited liability company interests). Except for this Agreement and the Zydeco Voting Agreementlimited liability company agreements of AVC and Xxxxx, there is no voting trust or agreement, stockholders stockholders’ agreement, pledge agreement, buy-sell agreement, right of first refusal, preemptive right or proxy relating to any equity securities of ZydecoAVC or Xxxxx (including its limited liability company interests). Zydeco Neither AVC nor Xxxxx owns no any equity interests in any other Person. . The AVC Interest and Xxxxx Interest have been duly authorized and are validly issued, fully paid (cto the extent required under the limited liability company agreement of AVC and Xxxxx, as applicable) To the Knowledge of SPLC, there are and nonassessable (i) no authorized or outstanding subscriptions, warrants, options, convertible securities or other rights (contingent or otherwise) to purchase or otherwise acquire from Colonial any equity interests of or in Colonial, (ii) no commitments on the part of Colonial to issue membership interests, shares, subscriptions, warrants, options, convertible securities or other similar rights, except as such nonassessability may be affected by Sections 18-607 and (iii) no equity securities of Colonial reserved for issuance for any such purpose. To the Knowledge of SPLC, Colonial has no obligation (contingent or other) to purchase, redeem or otherwise acquire any of its equity securities or interests. To the Knowledge of SPLC, except for this Agreement, there is no voting trust or agreement, stockholders agreement, pledge agreement, buy18-sell agreement, right of first refusal, preemptive right or proxy relating to any equity securities 804 of the Company. To the Knowledge of SPLC, Colonial owns no equity interests in any other PersonDLLCA).

Capitalization; Title to Subject Interests. Except as set forth on Section 3.4 of the Disclosure Letter: (a) SPLC owns, beneficially and of record, the Subject Interests and will convey at Closing good title, free and clear of all Liens, to the Subject Interests to SHLX or its designee. Except as provided in for (i) the Zydeco Voting Agreementsale of the Subject Interests contemplated by this Agreement and (ii) restrictions under applicable federal and state securities laws, the Subject Interests are not subject to any agreements or understandings with respect to the voting or transfer of any of the Subject Interests (except the purchase and sale Interests, stockholders’ agreements, pledge agreements, buy-sell agreements, rights of the Subject Interests contemplated by this Agreement and restrictions under applicable federal and state securities laws)first refusal, preemptive rights or proxy arrangements. The Zydeco Subject Interests have been duly authorized and are validly issued, fully paid and nonassessable (except as such nonassessability may be affected by Sections 18-607 and 18-804 of the Delaware LLC Limited Liability Company Act, as amended). The Colonial Subject Interests have been duly authorized and are validly issued, fully paid and nonassessable. (b) There are (i) no authorized or outstanding subscriptions, warrants, options, convertible securities or other rights (contingent or otherwise) to purchase or otherwise acquire from Zydeco Amberjack any equity interests of or in ZydecoAmberjack, (ii) no commitments on the part of Zydeco Amberjack to issue membership interests, shares, subscriptions, warrants, options, convertible securities or other similar rights, and (iii) no equity securities of Zydeco Amberjack reserved for issuance for any such purpose. Zydeco Amberjack has no obligation (contingent or other) to purchase, redeem or otherwise acquire any of its equity securities or interests. Except for this Agreement and the Zydeco Voting Agreement, there is no voting trust or agreement, stockholders stockholders’ agreement, pledge agreement, buy-sell agreement, right of first refusal, preemptive right or proxy relating to any equity securities of ZydecoAmberjack. Zydeco Amberjack owns no equity interests in any other Person. (c) To the Knowledge of SPLC, there are (i) no authorized or outstanding subscriptions, warrants, options, convertible securities or other rights (contingent or otherwise) to purchase or otherwise acquire from Colonial any equity interests of or in Colonial, (ii) no commitments on the part of Colonial to issue membership interests, shares, subscriptions, warrants, options, convertible securities or other similar rights, and (iii) no equity securities of Colonial reserved for issuance for any such purpose. To the Knowledge of SPLC, Colonial has no obligation (contingent or other) to purchase, redeem or otherwise acquire any of its equity securities or interests. To the Knowledge of SPLC, except for this Agreement, there is no voting trust or agreement, stockholders agreement, pledge agreement, buy-sell agreement, right of first refusal, preemptive right or proxy relating to any equity securities of the Company. To the Knowledge of SPLC, Colonial owns no equity interests in any other Person.

Capitalization; Title to Subject Interests. Except as set forth on Section 3.4 of the Disclosure Letter: (a) SPLC owns, beneficially and of record, the Subject Interests and will convey at Closing good title, free and clear of all Liens, to the Subject Interests to SHLX or its designee. Except as provided in for (i) the Zydeco Voting Agreementsale of the Subject Interests contemplated by this Agreement and (ii) restrictions under applicable federal and state securities laws, the Subject Interests are not subject to any agreements or understandings with respect to the voting or transfer of any of the Subject Interests (except the purchase and sale Interests, stockholders’ agreements, pledge agreements, buy-sell agreements, rights of the Subject Interests contemplated by this Agreement and restrictions under applicable federal and state securities laws)first refusal, preemptive rights or proxy arrangements. The Zydeco Subject Interests have been duly authorized and are validly issued, fully paid and nonassessable (except as such nonassessability may be affected by Sections 18-607 and 18-804 of the Delaware LLC Limited Liability Company Act, as amended). The Colonial Subject Interests have been duly authorized and are validly issued, fully paid and nonassessable. (b) There are (i) no authorized or outstanding subscriptions, warrants, options, convertible securities or other rights (contingent or otherwise) to purchase or otherwise acquire from Zydeco Amberjack any equity interests of or in ZydecoAmberjack, (ii) no commitments on the part of Zydeco Amberjack to issue membership interests, shares, subscriptions, warrants, options, convertible securities or other similar rights, and (iii) no equity securities of Zydeco Amberjack reserved for issuance for any such purpose. Zydeco Amberjack has no obligation (contingent or other) to purchase, redeem or otherwise acquire any of its equity securities or interests. Except for this Agreement and the Zydeco Voting Agreement, there is no voting trust or agreement, stockholders stockholders’ agreement, pledge agreement, buy-sell agreement, right of first refusal, preemptive right or proxy relating to any equity securities of ZydecoAmberjack. Zydeco Amberjack owns no equity interests in any other Person. (c) To the Knowledge of SPLC, there are (i) no authorized or outstanding subscriptions, warrants, options, convertible securities or other rights (contingent or otherwise) to purchase or otherwise acquire from Colonial any equity interests of or in Colonial, (ii) no commitments on the part of Colonial to issue membership interests, shares, subscriptions, warrants, options, convertible securities or other similar rights, and (iii) no equity securities of Colonial reserved for issuance for any such purpose. To the Knowledge of SPLC, Colonial has no obligation (contingent or other) to purchase, redeem or otherwise acquire any of its equity securities or interests. To the Knowledge of SPLC, except for this Agreement, there is no voting trust or agreement, stockholders agreement, pledge agreement, buy-sell agreement, right of first refusal, preemptive right or proxy relating to any equity securities of the Company. To the Knowledge of SPLC, Colonial owns no equity interests in any other Person.

Capitalization; Title to Subject Interests. (a) SPLC SOPUS owns, beneficially and of record, the Subject Interests and will convey good title, free and clear of all Liens, to the Subject Interests to SHLX or its designee. Except (i) as expressly provided in the Zydeco Voting Poseidon LLC Agreement, (ii) the contribution of the Subject Interests contemplated by this Agreement; and (iii) restrictions under applicable federal and state securities laws, the Subject Interests are not subject to any agreements or understandings with respect to the their voting or transfer transfer, stockholders agreement, pledge agreement, buy-sell agreement, right of any of the Subject Interests (except the purchase and sale of the Subject Interests contemplated by this Agreement and restrictions under applicable federal and state securities laws)first refusal, preemptive right or proxy arrangement. The Zydeco Subject Interests have been duly authorized and are validly issued, fully paid and nonassessable (except as such nonassessability may be affected by Sections 18-607 and 18-804 of the Delaware LLC Act). The Colonial Subject Interests have been duly authorized and are validly issued, fully paid and nonassessable. (b) There Except as expressly provided in the Poseidon LLC Agreement, there are (i) no authorized or outstanding subscriptions, warrants, options, convertible securities or other rights (contingent or otherwise) to purchase or otherwise acquire from Zydeco Poseidon any equity interests of or in ZydecoPoseidon, (ii) no commitments on the part of Zydeco Poseidon to issue membership interests, shares, subscriptions, warrants, options, convertible securities or other similar rights, and (iii) no equity securities of Zydeco Poseidon reserved for issuance for any such purpose. Zydeco Poseidon has no obligation (contingent or other) to purchase, redeem or otherwise acquire any of its equity securities or interests. Except for To SOPUS’ Knowledge, except as expressly provided in the Poseidon LLC Agreement and in this Agreement and except as set forth on Section 3.4(b) of the Zydeco Voting AgreementDisclosure Letter, there is no voting trust or agreement, stockholders agreement, pledge agreement, buy-sell agreement, right of first refusal, preemptive right or proxy relating to any equity securities of ZydecoPoseidon. Zydeco Poseidon owns no equity interests in any other Person. (c) To the Knowledge of SPLC, there are (i) no authorized or outstanding subscriptions, warrants, options, convertible securities or other rights (contingent or otherwise) to purchase or otherwise acquire from Colonial any equity interests of or in Colonial, (ii) no commitments on the part of Colonial to issue membership interests, shares, subscriptions, warrants, options, convertible securities or other similar rights, and (iii) no equity securities of Colonial reserved for issuance for any such purpose. To the Knowledge of SPLC, Colonial has no obligation (contingent or other) to purchase, redeem or otherwise acquire any of its equity securities or interests. To the Knowledge of SPLC, except for this Agreement, there is no voting trust or agreement, stockholders agreement, pledge agreement, buy-sell agreement, right of first refusal, preemptive right or proxy relating to any equity securities of the Company. To the Knowledge of SPLC, Colonial owns no equity interests in any other Person.

Capitalization; Title to Subject Interests. Except as described in Section 3.4 of the Disclosure Letter: (a) SPLC ownsand SOPUS own, beneficially and of record, respectively, the Mars Subject Interests and the Odyssey Subject Interests and will each convey good title, free and clear of all Liens, to the Mars Subject Interests and the Odyssey Subject Interests, respectively, to SHLX or its designee. Except Except: (i) as expressly provided in the Zydeco Mars Voting Agreement, (ii) for the sale of the Subject Interests contemplated by this Agreement, and (iii) for restrictions under applicable federal and state securities laws, the Subject Interests are not subject to any agreements or understandings with respect to the voting or transfer of any of the Subject Interests (except the purchase and sale Interests, stockholders agreements, pledge agreements, buy-sell agreements, rights of the first refusal, preemptive rights or proxy arrangements. The Mars Subject Interests contemplated by this Agreement have been duly authorized and restrictions under applicable federal and state securities laws)are validly issued. The Zydeco Odyssey Subject Interests have been duly authorized and are validly issued, fully paid and nonassessable (except as such nonassessability may be affected by Sections 18-607 and 18-804 of the Delaware LLC Act). The Colonial Subject Interests have been duly authorized and are validly issued, fully paid and nonassessable. (b) There are (i) no authorized or outstanding subscriptions, warrants, options, convertible securities or other rights (contingent or otherwise) to purchase or otherwise acquire from Zydeco Mars any equity interests of or in ZydecoMars, (ii) no commitments on the part of Zydeco Mars to issue membership partnership interests, shares, subscriptions, warrants, options, convertible securities or other similar rights, and (iii) no equity securities of Zydeco Mars reserved for issuance for any such purpose. Zydeco Mars has no obligation (contingent or other) to purchase, redeem or otherwise acquire any of its equity securities or interests. Except for this Agreement and the Zydeco Mars Voting Agreement, there is no voting trust or agreement, stockholders agreement, pledge agreement, buy-sell agreement, right of first refusal, preemptive right or proxy relating to any equity securities of ZydecoMars. Zydeco Mars owns no equity interests in any other Person. (c) To the Knowledge of SPLC, there There are (i) no authorized or outstanding subscriptions, warrants, options, convertible securities or other rights (contingent or otherwise) to purchase or otherwise acquire from Colonial Odyssey any equity interests of or in ColonialOdyssey, (ii) no commitments on the part of Colonial Odyssey to issue membership interests, shares, subscriptions, warrants, options, convertible securities or other similar rights, and (iii) no equity securities of Colonial Odyssey reserved for issuance for any such purpose. To the Knowledge of SPLC, Colonial Odyssey has no obligation (contingent or other) to purchase, redeem or otherwise acquire any of its equity securities or interests. To the Knowledge of SPLC, except Except for this Agreement, there is no voting trust or agreement, stockholders agreement, pledge agreement, buy-sell agreement, right of first refusal, preemptive right or proxy relating to any equity securities of the CompanyOdyssey. To the Knowledge of SPLC, Colonial Odyssey owns no equity interests in any other Person.

Capitalization; Title to Subject Interests. Except as set forth on Section 3.4 of the Disclosure Letter: (a) SPLC ownsand SOPUS own, beneficially and of record, respectively, the Mars Subject Interests, the Explorer Subject Interests, the LOCAP Subject Interests, the Odyssey Subject Interests and the Triton Subject Interests and will each convey at Closing good title, free and clear of all Liens, to the Mars Subject Interests, the Explorer Subject Interests, the LOCAP Subject Interests, the Odyssey Subject Interests and the Triton Subject Interests, respectively, to SHLX or its designee. Except Except: (i) as expressly provided in the Zydeco Voting Explorer Shareholders Agreement, (ii) for the sale of the Subject Interests contemplated by this Agreement, and (iii) for restrictions under applicable federal and state securities laws, the Subject Interests are not subject to any agreements or understandings with respect to the voting or transfer of any of the Subject Interests (except the purchase and sale Interests, stockholders agreements, pledge agreements, buy-sell agreements, rights of the Subject Interests contemplated by this Agreement and restrictions under applicable federal and state securities laws)first refusal, preemptive rights or proxy arrangements. The Zydeco Mars Subject Interests have been duly authorized and are validly issued, fully paid and nonassessable (except as such nonassessability may be affected by Sections 18-607 and 18-804 of the Delaware LLC Act). The Colonial Explorer Subject Interests have been duly authorized and are validly issued, fully paid and nonassessable. The LOCAP Subject Interests have been duly authorized and are validly issued, fully paid and nonassessable (except as such nonassessability may be affected by Sections 18-607 and 18-804 of the Delaware LLC Act). The Odyssey Subject Interests have been duly authorized and are validly issued, fully paid and nonassessable (except as such nonassessability may be affected by Sections 18-607 and 18-804 of the Delaware LLC Act). The Triton Subject Interests have been duly authorized and are validly issued, fully paid and nonassessable (except as such nonassessability may be affected by Sections 18-607 and 18-804 of the Delaware LLC Act). (b) There are (i) no authorized or outstanding subscriptions, warrants, options, convertible securities or other rights (contingent or otherwise) to purchase or otherwise acquire from Zydeco Mars any equity interests of or in ZydecoMars, (ii) no commitments on the part of Zydeco Mars to issue membership interests, shares, subscriptions, warrants, options, convertible securities or other similar rights, and (iii) no equity securities of Zydeco Mars reserved for issuance for any such purpose. Zydeco Mars has no obligation (contingent or other) to purchase, redeem or otherwise acquire any of its equity securities or interests. Except for this Agreement and the Zydeco Mars Voting Agreement, there is no voting trust or agreement, stockholders agreement, pledge agreement, buy-sell agreement, right of first refusal, preemptive right or proxy relating to any equity securities of ZydecoMars. Zydeco Mars owns no equity interests in any other Person. (c) To the Knowledge of SPLC, there There are (i) no authorized or outstanding subscriptions, warrants, options, convertible securities or other rights (contingent or otherwise) to purchase or otherwise acquire from Colonial Explorer any equity interests of or in ColonialExplorer, (ii) no commitments on the part of Colonial Explorer to issue shares, subscriptions, warrants, options, convertible securities or other similar rights, and (iii) no equity securities of Explorer reserved for issuance for any such purpose. Explorer has no obligation (contingent or other) to purchase, redeem or otherwise acquire any of its equity securities or interests. Except for this Agreement and the Explorer Shareholders Agreement, there is no voting trust or agreement, stockholders agreement, pledge agreement, buy-sell agreement, right of first refusal, preemptive right or proxy relating to any equity securities of Explorer. Explorer owns no equity interests in any other Person. (d) There are (i) no authorized or outstanding subscriptions, warrants, options, convertible securities or other rights (contingent or otherwise) to purchase or otherwise acquire from LOCAP any equity interests of or in LOCAP, (ii) no commitments on the part of LOCAP to issue membership interests, shares, subscriptions, warrants, options, convertible securities or other similar rights, and (iii) no equity securities of Colonial LOCAP reserved for issuance for any such purpose. To the Knowledge of SPLC, Colonial LOCAP has no obligation (contingent or other) to purchase, redeem or otherwise acquire any of its equity securities or interests. To the Knowledge of SPLC, except Except for this Agreement, there is no voting trust or agreement, stockholders agreement, pledge agreement, buy-sell agreement, right of first refusal, preemptive right or proxy relating to any equity securities of the CompanyLOCAP. To the Knowledge of SPLC, Colonial LOCAP owns no equity interests in any other Person. (e) There are (i) no authorized or outstanding subscriptions, warrants, options, convertible securities or other rights (contingent or otherwise) to purchase or otherwise acquire from Odyssey any equity interests of or in Odyssey, (ii) no commitments on the part of Odyssey to issue membership interests, shares, subscriptions, warrants, options, convertible securities or other similar rights, and (iii) no equity securities of Odyssey reserved for issuance for any such

Capitalization; Title to Subject Interests. Except as described in Section 3.4 of the Disclosure Letter: (a) SPLC owns, beneficially and of record, the Subject Interests and will convey good title, free and clear of all Liens, to the Subject Interests to SHLX or its designee. Except as expressly provided in the Zydeco Voting Agreement and the Bengal Voting Agreement, the Subject Interests are not subject to any agreements or understandings with respect to the voting or transfer of any of the Subject Interests Interests, stockholders agreements, pledge agreements, buy-sell agreements, rights of first refusal, preemptive rights or proxy arrangements (except the purchase and sale contribution of the Subject Interests contemplated by this Agreement and restrictions under applicable federal and state securities laws). The Zydeco Subject Interests and the Bengal Subject Interest have been duly authorized and are validly issued, fully paid and nonassessable (except as such nonassessability may be affected by Sections 18-607 and 18-804 of the Delaware LLC Act). The Colonial Subject Interests have been duly authorized and are validly issued, fully paid and nonassessable. (b) There are (i) no authorized or outstanding subscriptions, warrants, options, convertible securities or other rights (contingent or otherwise) to purchase or otherwise acquire from Zydeco any equity interests of or in Zydeco, (ii) no commitments on the part of Zydeco to issue membership interests, shares, subscriptions, warrants, options, convertible securities or other similar rights, and (iii) no equity securities of Zydeco reserved for issuance for any such purpose. Zydeco has no obligation (contingent or other) to purchase, redeem or otherwise acquire any of its equity securities or interests. Except for this Agreement and the Zydeco Voting Agreement, there is no voting trust or agreement, stockholders agreement, pledge agreement, buy-sell agreement, right of first refusal, preemptive right or proxy relating to any equity securities of Zydeco. Zydeco owns no equity interests in any other Person. (c) To the Knowledge of SPLC, there are (i) no authorized or outstanding subscriptions, warrants, options, convertible securities or other rights (contingent or otherwise) to purchase or otherwise acquire from Bengal any equity interests of or in Bengal, (ii) no commitments on the part of Bengal to issue membership interests, shares, subscriptions, warrants, options, convertible securities or other similar rights, and (iii) no equity securities of Bengal reserved for issuance for any such purpose. To the Knowledge of SPLC, Bengal has no obligation (contingent or other) to purchase, redeem or otherwise acquire any of its equity securities or interests. To the Knowledge of SPLC, except for this Agreement and the Bengal Voting Agreement, there is no voting trust or agreement, stockholders agreement, pledge agreement, buy-sell agreement, right of first refusal, preemptive right or proxy relating to any equity securities of Bengal. To the Knowledge of SPLC, Bengal owns no equity interests in any other Person. (d) To the Knowledge of SPLC, there are (i) except for this Agreement, no authorized or outstanding subscriptions, warrants, options, convertible securities or other rights (contingent or otherwise) to purchase or otherwise acquire from Colonial any equity interests of or in Colonial, (ii) no commitments on the part of Colonial to issue membership interests, shares, subscriptions, warrants, options, convertible securities or other similar rights, and (iii) no equity securities of Colonial reserved for issuance for any such purpose. To the Knowledge of SPLC, Colonial has no obligation (contingent or other) to purchase, redeem or otherwise acquire any of its equity securities or interests. To the Knowledge of SPLC, except for this Agreement, there is no voting trust or agreement, stockholders agreement, pledge agreement, buy-sell agreement, right of first refusal, preemptive right or proxy relating to any equity securities of the CompanyColonial. To the Knowledge of SPLC, Colonial owns no equity interests in any other PersonPerson except Bengal.

Capitalization; Title to Subject Interests. Except as set forth on Section 3.4 of the Disclosure Letter: (a) SPLC owns, beneficially and of record, the Subject Interests and will convey to Operating at Closing good titletitle to the Subject Interests, free and clear of all Liens, to . Except for (i) the conveyance of the Subject Interests to SHLX or its designee. Except as provided in the Zydeco Voting Agreementcontemplated by this Agreement and (ii) restrictions under applicable federal and state securities laws, the Subject Interests are not subject to any agreements or understandings with respect to the voting or transfer of any of the Subject Interests (except Interests, stockholders’ agreements, pledge agreements, buy-sell agreements, rights of first refusal, preemptive rights or proxy arrangements. To the purchase and sale Knowledge of SPLC, the Subject Interests contemplated by this Agreement and restrictions under applicable federal and state securities laws). The Zydeco Subject Interests have been duly authorized and are validly issued, fully paid and nonassessable (except as such nonassessability may be affected by Sections 18-607 and 18-804 of the Delaware LLC Act). The Colonial Subject Interests have been duly authorized and are validly issued, fully paid and nonassessable. (b) There are (i) no authorized or outstanding subscriptions, warrants, options, convertible securities or other rights (contingent or otherwise) to purchase or otherwise acquire from Zydeco any equity interests of or in Zydeco, (ii) no commitments on the part of Zydeco to issue membership interests, shares, subscriptions, warrants, options, convertible securities or other similar rights, and (iii) no equity securities of Zydeco reserved for issuance for any such purpose. Zydeco has no obligation (contingent or other) to purchase, redeem or otherwise acquire any of its equity securities or interests. Except for this Agreement and the Zydeco Voting Agreement, there is no voting trust or agreement, stockholders agreement, pledge agreement, buy-sell agreement, right of first refusal, preemptive right or proxy relating to any equity securities of Zydeco. Zydeco owns no equity interests in any other Person. (c) To the Knowledge of SPLC, there are (i) no authorized or outstanding subscriptions, warrants, options, convertible securities or other rights (contingent or otherwise) to purchase or otherwise acquire from either Colonial or Explorer any equity interests of or in Colonialsuch entity, (ii) no commitments on the part of either Colonial or Explorer to issue membership interestscapital stock, shares, subscriptions, warrants, options, convertible securities or other similar rights, and (iii) no equity securities of either Colonial or Explorer reserved for issuance for any such purpose. To the Knowledge of SPLC, neither Colonial nor Explorer has no any obligation (contingent or other) to purchase, redeem or otherwise acquire any of its equity securities or interests. To the Knowledge of SPLC, except for this Agreement, there is no voting trust or agreement, stockholders stockholders’ agreement, pledge agreement, buy-sell agreement, right of first refusal, preemptive right or proxy relating to any equity securities of the Companyeither Colonial or Explorer. To the Knowledge of SPLC, neither Colonial nor Explorer owns no any equity interests in any other PersonPerson except as set forth on Section 3.4 of the Disclosure Letter.