Common use of Corporate Authority; Approval and Fairness Clause in Contracts

Corporate Authority; Approval and Fairness. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby have been duly and validly authorized and approved by the Board of Directors of the Company and no other corporate proceedings on the part of the Company are necessary to authorize or approve this Agreement, or to consummate the transactions contemplated hereby other than: (i) the approval and adoption of this Agreement and the transactions contemplated hereby, including the approval of the sale of the Second Funding Shares by the Company to Buyer by the affirmative vote of Shareholders holding a majority of Shares represented in person or by proxy at a duly called meeting at which a quorum is present or represented, and (ii) the approval of the Articles of Amendment by the affirmative vote of Shareholders holding a majority of the Shares then outstanding. The Board of Directors has resolved to recommend the approval of the sale of the Second Funding Shares by the Company to Buyer and the adoption of this Agreement and the Articles of Amendment by the Shareholders, and has directed that the sale of the Second Funding Shares, this Agreement and the Articles of Amendment be submitted to the Shareholders for their approval. The Company has all corporate power and authority to enter into this Agreement and the Other Agreements to which the Company is a party and to consummate the transactions contemplated hereby and thereby, subject to the approval of the Shareholders described in subsections (i) and (ii) above. This Agreement and the Other Agreements to which the Company is a party have been duly executed and delivered by the Company and (assuming the valid authorization, execution and delivery of such agreement by each other party thereto) each constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except that enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights or by principles governing the availability of equitable remedies (the "Bankruptcy Exception").

Corporate Authority; Approval and Fairness. The Company has all necessary corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby have been duly and validly authorized and approved by the Board of Directors of the Company all necessary corporate action, and no other corporate proceedings on the part of the Company are necessary to authorize or approve this Agreement, Agreement or to consummate the transactions so contemplated hereby (other than: than the approval of this Agreement by the holders of at least two-thirds of the outstanding Common Shares entitled to vote in accordance with the TBCA and the Company's articles of incorporation and bylaws (the "Company Requisite Vote")). The board of directors of the Company has unanimously determined, as of the date of this Agreement, that it is advisable and in the best interest of the Company's shareholders for the Company to enter into this Agreement and to consummate the Merger upon the terms and subject to the conditions of this Agreement and, as of the date of this Agreement, has recommended that this Agreement be approved by the shareholders of the Company. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Merger Sub, as applicable, constitutes a legal, valid and binding obligation of the Company, except that enforcement hereof may be subject to or limited by (i) the approval and adoption of this Agreement and the transactions contemplated herebybankruptcy, including the approval of the sale of the Second Funding Shares by the Company to Buyer by the affirmative vote of Shareholders holding a majority of Shares represented insolvency or other similar laws, now or hereafter in person or by proxy at a duly called meeting at which a quorum is present or representedeffect, affecting creditors' rights generally, and (ii) the approval effect of the Articles general principles of Amendment by the affirmative vote equity (regardless of Shareholders holding whether enforceability is considered in a majority of the Shares then outstanding. The Board of Directors has resolved to recommend the approval of the sale of the Second Funding Shares by the Company to Buyer and the adoption of this Agreement and the Articles of Amendment by the Shareholders, and has directed that the sale of the Second Funding Shares, this Agreement and the Articles of Amendment be submitted to the Shareholders for their approvalproceeding at law or in equity). The Company has all corporate power and authority to enter into this Agreement and received the Other Agreements to which the Company is a party and to consummate the transactions contemplated hereby and therebyopinion of its financial advisor, subject Morgan Stanley & Co. Incorporated ("Morgan Stanley"), to the approval efxxxx xhxx xx xf the date hereof, the Xxxxxnxx Xxxxo is fair to holders of the Shareholders described in subsections (i) Common Shares from a financial point of view, a true and (ii) above. This Agreement and the Other Agreements correct copy of which will be furnished to which the Company is a party have been duly executed and delivered by the Company and (assuming the valid authorization, execution and delivery of such agreement by each other party thereto) each constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except that enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights or by principles governing the availability of equitable remedies (the "Bankruptcy Exception")Parent.

Corporate Authority; Approval and Fairness. The execution and delivery (i) Subject to the vote of this Agreement by the Company and the consummation by the Company holders of the transactions contemplated hereby have been duly and validly authorized and approved by the Board capital stock of Directors of the Company and no other corporate proceedings on the part of the Company are OIS necessary to authorize or approve (A) the issuance of OIS Common Stock as contemplated by this Agreement, or to consummate the transactions contemplated hereby other than: (iB) the approval and adoption of this Agreement and the transactions contemplated hereby, including the approval of the sale of the Second Funding Shares by the Company to Buyer by the affirmative vote of Shareholders holding a majority of Shares represented in person or by proxy at a duly called meeting at which a quorum is present or representedMerger, and (iiC) the approval of OIS Articles Amendments and the Articles of Amendment by the affirmative vote of Shareholders holding a majority of the Shares then outstanding. The Board of Directors has resolved OIS Amended and Restated Bylaws, and to recommend the approval of the sale of the Second Funding Shares by the Company to Buyer and the adoption of this Agreement by OIS as the sole stockholder of Merger Sub, each of OIS and the Articles of Amendment by the Shareholders, and has directed that the sale of the Second Funding Shares, this Agreement and the Articles of Amendment be submitted to the Shareholders for their approval. The Company Merger Sub has all requisite corporate power and authority and has taken all corporate action necessary to enter into execute, deliver and perform its obligations under this Agreement and the Other Agreements all ancillary agreements, schedules, appendices and other documents attached thereto or entered into in connection therewith to which the Company OIS is a party party, including, but not limited to, the Voting Agreement, the Registration Rights Agreement, and the ROFR Agreement (collectively, the “Agreements”) and to consummate the transactions contemplated hereby and thereby, subject to the approval . Each of the Shareholders described in subsections (i) and (ii) above. This Agreement and the Other such Agreements to which the Company is a party have has been duly executed and delivered by the Company OIS and (assuming the valid authorization, execution and delivery of such agreement by each other party thereto) each constitutes is a valid and binding agreement of the Companysuch corporation, and, where applicable, Merger Sub, enforceable against the Company each of them in accordance with its terms, except subject to the Bankruptcy and Equity Exception. The requisite vote of the shareholders of OIS to approve the Merger and the Agreements (which vote is also sufficient to approve the other actions referred to above) is the affirmative vote of the holders of at least 75% of the outstanding shares of OIS Common Stock, including the affirmative vote of the holders of a majority of such shares that enforceability may be limited are not beneficially owned by bankruptcyany Interested Shareholder or any Affiliate of any Interested Shareholder, insolvencyas such terms are used in OIS’s Articles of Incorporation, fraudulent transferand the requisite vote of the shareholders of Merger Sub to approve the Merger and the Agreements (which vote is also sufficient to approve the other actions referred to above) is the affirmative vote of the holders of at least 50% of the outstanding shares of Merger Sub (collectively, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights or by principles governing the availability of equitable remedies (the "Bankruptcy Exception"“Requisite OIS Vote”).

Corporate Authority; Approval and Fairness. (a) The execution Company has all requisite corporate power and delivery authority and has taken all corporate action necessary in order to execute, deliver and perform its obligations under this Agreement and, subject only to adoption of this Agreement by the Company and the consummation its stockholders by the Company Requisite Vote, to consummate the Merger. The Company Requisite Vote is the only vote of the transactions contemplated hereby have holders of any class or series of capital stock of the Company necessary to adopt, approve or authorize this Agreement and the Merger. Under the Charter, Bylaws and applicable Law, the Company’s stockholders may provide the Company Requisite Vote by written consent in lieu of a stockholder meeting. The form of written consent attached hereto as Exhibit B is a form sufficient for delivery of a valid stockholder approval of the Merger by written consent under the Charter, Bylaws and applicable Law. If Parent holds of record shares of Company capital stock representing a majority of the outstanding voting power of the then outstanding shares of Common Stock and Series B Stock, voting together as a single class, at the time Parent executes a written consent in the form attached hereto as Exhibit B, such written consent will constitute the Company Requisite Vote. This Agreement has been duly and validly authorized and approved by the Board of Directors of the Company and no other corporate proceedings on the part of the Company are necessary to authorize or approve this Agreement, or to consummate the transactions contemplated hereby other than: (i) the approval and adoption of this Agreement and the transactions contemplated hereby, including the approval of the sale of the Second Funding Shares by the Company to Buyer by the affirmative vote of Shareholders holding a majority of Shares represented in person or by proxy at a duly called meeting at which a quorum is present or represented, and (ii) the approval of the Articles of Amendment by the affirmative vote of Shareholders holding a majority of the Shares then outstanding. The Board of Directors has resolved to recommend the approval of the sale of the Second Funding Shares by the Company to Buyer and the adoption of this Agreement and the Articles of Amendment by the Shareholders, and has directed that the sale of the Second Funding Shares, this Agreement and the Articles of Amendment be submitted to the Shareholders for their approval. The Company has all corporate power and authority to enter into this Agreement and the Other Agreements to which the Company is a party and to consummate the transactions contemplated hereby and thereby, subject to the approval of the Shareholders described in subsections (i) and (ii) above. This Agreement and the Other Agreements to which the Company is a party have been duly executed and delivered by the Company and (and, assuming the valid due authorization, execution and delivery of such agreement hereof by each other party thereto) each Parent and Merger Sub, constitutes a valid and binding agreement of the Company, Company enforceable against the Company in accordance with its terms, except that enforceability may be limited by subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws Laws of general applicability relating to or affecting creditors' ’ rights or by principles governing the availability of equitable remedies (the "Bankruptcy Exception")and to general equity principles.

Corporate Authority; Approval and Fairness. The execution Company has all requisite corporate power and delivery authority and has taken all corporate action necessary in order to execute, deliver and perform its obligations under this Agreement to consummate the Transactions, in each case subject only, if the parties are unable to effect the Merger pursuant to Section 253 of the DGCL, to adoption of this Agreement by the Company and the consummation by the Company holders of the transactions contemplated hereby have been duly and validly authorized and approved by the Board of Directors of the Company and no other corporate proceedings on the part of the Company are necessary to authorize or approve this Agreement, or to consummate the transactions contemplated hereby other than: (i) the approval and adoption of this Agreement and the transactions contemplated hereby, including the approval of the sale of the Second Funding Shares by the Company to Buyer by the affirmative vote of Shareholders holding a majority of Shares represented in person or by proxy at a duly called meeting at which a quorum is present or represented, and (ii) the approval of the Articles of Amendment by the affirmative vote of Shareholders holding a majority of the outstanding Shares then outstanding. The Board of Directors has resolved entitled to recommend vote on such matter at a stockholders' meeting duly called and held for such purpose (the approval of the sale of the Second Funding Shares by the "Company to Buyer and the adoption of this Agreement and the Articles of Amendment by the Shareholders, and has directed that the sale of the Second Funding Shares, this Agreement and the Articles of Amendment be submitted to the Shareholders for their approval. The Company has all corporate power and authority to enter into this Agreement and the Other Agreements to which the Company is a party and to consummate the transactions contemplated hereby and thereby, subject to the approval of the Shareholders described in subsections (i) and (ii) aboveRequisite Vote"). This Agreement and the Other Agreements to which the Company is a party have has been duly executed and delivered by the Company and (and, assuming the valid due authorization, execution and delivery of such agreement by each other party thereto) each Parent and Merger Sub, constitutes a valid and binding agreement of the Company, Company enforceable against the Company in accordance with its terms, except that enforceability may be limited by subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws Laws of general applicability relating to or affecting creditors' rights or by and to general equity principles governing the availability of equitable remedies (the "Bankruptcy and Equity Exception"). Unless the Company has notified Parent and Merger Sub of a Change of Recommendation in accordance with Section 6.2, the Company Board has unanimously adopted resolutions (A) approving, adopting and declaring advisable this Agreement and the Transactions and determining that the terms of the Transactions are fair to and in the best interests of the holders of the Shares and (B) recommending that the holders of Shares accept the Offer, tender their Shares to Merger Sub pursuant to the Offer, and adopt this Agreement (the resolutions described in clauses (A) and (B) are hereinafter referred to as the "Company Recommendation"). The Company Board has taken all action so that each of Parent and Merger Sub will not be an "interested stockholder" or prohibited from entering into or consummating a "business combination" with the Company (in each case as such term is used in Section 203 of the DGCL) as a result of the execution of this Agreement or the consummation of the Transactions.

Corporate Authority; Approval and Fairness. The execution 5.1.3.1. NationsRent has all requisite corporate power and delivery of this Agreement by the Company authority and the consummation by the Company of the transactions contemplated hereby have been duly has taken all corporate action necessary in order to execute, deliver and validly authorized and approved by the Board of Directors of the Company and no other corporate proceedings on the part of the Company are necessary to authorize or approve this Agreement, or to consummate the transactions contemplated hereby other than: (i) the approval and adoption of perform its obligations under this Agreement and the transactions contemplated hereby, including the approval of the sale of the Second Funding Shares by the Company to Buyer by the affirmative vote of Shareholders holding a majority of Shares represented in person or by proxy at a duly called meeting at which a quorum is present or represented, and (ii) the approval of the Articles of Amendment by the affirmative vote of Shareholders holding a majority of the Shares then outstanding. The Board of Directors has resolved to recommend the approval of the sale of the Second Funding Shares by the Company to Buyer and the adoption of this NationsRent Stock Option Agreement and the Articles of Amendment by the Shareholders, and has directed that the sale of the Second Funding Shares, this Agreement and the Articles of Amendment be submitted to the Shareholders for their approval. The Company has all corporate power and authority to enter into this Agreement and the Other Agreements to which the Company is a party and to consummate the Merger and the other transactions contemplated hereby and thereby, subject only to approval and adoption of this Agreement by the approval holders of a majority of the Shareholders described in subsections outstanding shares of NationsRent Common Stock (i) and (ii) abovethe "NationsRent Requisite Vote"). This Each of this Agreement and the Other Agreements to which the Company is a party have NationsRent Stock Option Agreement has been duly executed and delivered by the Company NationsRent and (assuming the valid authorization, execution and delivery of such agreement by each other party thereto) each constitutes is a valid and binding agreement of the Company, NationsRent enforceable against the Company NationsRent in accordance with its terms, except that enforceability may be limited by subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights or by and to general equity principles governing the availability of equitable remedies (the "Bankruptcy and Equity Exception").. On or prior to the date hereof, the board of directors of NationsRent (i) has unanimously approved and declared advisable this Agreement and approved each of the Stock Option Agreements and the Merger and the other transactions contemplated hereby and thereby and has resolved to recommend that the holders of NationsRent Common Stock approve and adopt the Merger Agreement and the transactions contemplated hereby, and (ii) has received the opinion of its financial advisors, Bear, Xxxxxxx & Co. Inc., in a customary form and to the effect that the Exchange Ratio is fair, from a financial point of view, to such holders. 5.1.3.2. RSC has all requisite corporate power and authority and has taken all corporate action necessary in order to execute, deliver and perform its obligations under this Agreement and the RSC Stock Option Agreement and to consummate the Merger and the other transactions contemplated hereby and thereby, subject only to approval and adoption of this Agreement by the holders of a majority of the outstanding shares of RSC Common Stock and the approval of the Charter Amendments by the holders of a majority of the outstanding shares of RSC Common Stock (together, the "RSC Requisite Vote"). Each of this Agreement and the RSC Stock Option Agreement has been duly executed and delivered by RSC and is a valid and binding agreement of RSC, enforceable against RSC in accordance with its terms, subject to the Bankruptcy and Equity Exception. On or prior to the date hereof, the board of directors of RSC (i) has unanimously approved and declared advisable this Agreement, and approved each of the Stock Option Agreements and the Merger and the other transactions contemplated hereby and thereby and has resolved to recommend that the holders of RSC Common Stock approve and adopt the Merger Agreement and the transactions contemplated hereby, and (ii) has received the opinion of its financial advisors, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, in a customary form and to the effect that the Exchange Ratio is fair to RSC from a financial point of view. The shares of RSC A-8

Corporate Authority; Approval and Fairness. The execution Company has all requisite corporate power and delivery authority and has taken all corporate action necessary in order to execute, deliver and perform its obligations under this Agreement and to consummate the Merger, subject only to adoption of this Agreement by the Company and the consummation by the Company holders of the transactions contemplated hereby have been duly and validly authorized and approved by the Board of Directors of the Company and no other corporate proceedings on the part of the Company are necessary to authorize or approve this Agreement, or to consummate the transactions contemplated hereby other than: (i) the approval and adoption of this Agreement and the transactions contemplated hereby, including the approval of the sale of the Second Funding Shares by the Company to Buyer by the affirmative vote of Shareholders holding a majority of Shares represented in person or by proxy at a duly called meeting at which a quorum is present or represented, and (ii) the approval of the Articles of Amendment by the affirmative vote of Shareholders holding a majority of the outstanding Shares then outstanding. The Board of Directors has resolved entitled to recommend vote on such matter at a meeting duly called and held for such purpose (the approval of the sale of the Second Funding Shares by the “Company to Buyer and the adoption of this Agreement and the Articles of Amendment by the Shareholders, and has directed that the sale of the Second Funding Shares, this Agreement and the Articles of Amendment be submitted to the Shareholders for their approval. The Company has all corporate power and authority to enter into this Agreement and the Other Agreements to which the Company is a party and to consummate the transactions contemplated hereby and thereby, subject to the approval of the Shareholders described in subsections (i) and (ii) aboveRequisite Vote”). This Agreement and the Other Agreements to which the Company is a party have has been duly executed and delivered by the Company and (assuming the valid authorization, execution and delivery of such agreement by each other party thereto) each constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except that enforceability may be limited by subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws Laws of general applicability relating to or affecting creditors' ’ rights or by and to general equity principles governing the availability of equitable remedies (the "“Bankruptcy and Equity Exception"”). As of the date of this Agreement and subject to Section 6.2, the Board of Directors of the Company has (i) (A) unanimously determined that the Merger is fair to, and in the best interests of, the Company and its stockholders, (B) approved the Merger and the other transactions contemplated hereby, (C) adopted, approved and declared advisable this Agreement, and (D) resolved to recommend the adoption of this Agreement to the holders of Shares (the “Company Recommendation”), (ii) received the opinions of its financial advisors, Xxxxxxx, Xxxxx & Co. and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, dated as of the date of this Agreement, to the effect that, based upon and subject to the various qualifications, assumptions and limitations set forth in such opinions, the Merger Consideration to be received by the holders of the Shares in the Merger is fair to such holders from a financial point of view, as of the date of such opinion, and (iii) directed that this Agreement be submitted to the holders of Shares for their adoption. The Board of Directors of the Company has taken all action so that Parent will not be an “interested stockholder” or prohibited from entering into or consummating a “business combination” with the Company (in each case, as such term is used in Section 203 of the DGCL) as a result of the execution of this Agreement or the consummation of the transactions in the manner contemplated hereby.

Corporate Authority; Approval and Fairness. (a) The execution Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby have been duly and validly authorized and approved by the Board of Directors of the Company all necessary corporate action and no other corporate proceedings on the part of the Company are necessary to authorize or approve the execution, delivery and performance of this Agreement, Agreement or to consummate the transactions contemplated hereby hereby, including the Merger, other than: than (i) the approval affirmative vote of the holders of not less than a majority of all outstanding Shares entitled to vote generally in the election of the directors of the Company (the “Requisite Company Vote”) and adoption (ii) the filing with the Secretary of State of the State of Washington of the Articles of Merger as required by the WBCA. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof by JAB and Merger Sub, constitutes a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law) (the “Bankruptcy and Equity Exception”). The Requisite Company Vote is the only vote of any class or series of the Company’s share capital or other securities necessary to approve or adopt this Agreement and the transactions contemplated hereby, including the approval of the sale of the Second Funding Shares by the Company to Buyer by the affirmative vote of Shareholders holding a majority of Shares represented in person or by proxy at a duly called meeting at which a quorum is present or represented, and (ii) the approval of the Articles of Amendment by the affirmative vote of Shareholders holding a majority of the Shares then outstanding. The Board of Directors has resolved to recommend the approval of the sale of the Second Funding Shares by the Company to Buyer and the adoption of this Agreement and the Articles of Amendment by the Shareholders, and has directed that the sale of the Second Funding Shares, this Agreement and the Articles of Amendment be submitted to the Shareholders for their approval. The Company has all corporate power and authority to enter into this Agreement and the Other Agreements to which the Company is a party and to consummate the transactions contemplated hereby and thereby, subject to the approval of the Shareholders described in subsections (i) and (ii) above. This Agreement and the Other Agreements to which the Company is a party have been duly executed and delivered by the Company and (assuming the valid authorization, execution and delivery of such agreement by each other party thereto) each constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except that enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights or by principles governing the availability of equitable remedies (the "Bankruptcy Exception")Merger.

Corporate Authority; Approval and Fairness. The execution II.1.3.1. BP Amoco has all requisite corporate power and delivery of this Agreement by the Company authority and the consummation by the Company of the transactions contemplated hereby have been duly has taken all corporate action necessary in order to execute, deliver and validly authorized and approved by the Board of Directors of the Company and no other corporate proceedings on the part of the Company are necessary to authorize or approve this Agreement, or to consummate the transactions contemplated hereby other than: (i) the approval and adoption of perform its obligations under this Agreement and the transactions contemplated hereby, including the approval of the sale of the Second Funding Shares by the Company to Buyer by the affirmative vote of Shareholders holding a majority of Shares represented in person or by proxy at a duly called meeting at which a quorum is present or represented, and (ii) the approval of the Articles of Amendment by the affirmative vote of Shareholders holding a majority of the Shares then outstanding. The Board of Directors has resolved to recommend the approval of the sale of the Second Funding Shares by the Company to Buyer and the adoption of this Stock Option Agreement and the Articles of Amendment by the Shareholders, and has directed that the sale of the Second Funding Shares, this Agreement and the Articles of Amendment be submitted to the Shareholders for their approval. The Company has all corporate power and authority to enter into this Agreement and the Other Agreements to which the Company is a party and to consummate the Merger and the other transactions contemplated hereby and thereby, subject only to the approval of the Merger by, on a show of hands, not less than the requisite majority of the holders of outstanding BP Amoco Ordinary Shares, BP Amoco First Preference Shares and BP Amoco Second Preference Shares (collectively, the "BP Amoco Voting Shares") present ---------------------- in person or, on a poll, not less than the requisite majority of the votes attaching to the BP Amoco Voting Shares voted by the holders in person or by proxy at the BP Amoco Shareholders described Meeting (as defined in subsections Section 3.4) (i) the "BP Amoco Requisite Vote"). The execution, delivery ----------------------- and (ii) above. This performance of this Agreement and the Other Agreements to which the Company is a party Stock Option Agreement have been duly executed and delivered authorized by all necessary corporate action on the Company and (part of BP Amoco, and, assuming the valid due authorization, execution and delivery of such agreement this Agreement and the Stock Option Agreement by each other party thereto) each constitutes a ARCO, this Agreement and the Stock Option Agreement constitute valid and binding agreement agreements of the CompanyBP Amoco, enforceable against the Company BP Amoco in accordance with its their terms, except that enforceability may be limited by subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights or by and to general equity principles governing the availability of equitable remedies (the "Bankruptcy and Equity Exception"). ------------------------------- The Board of Directors of BP Amoco has approved this Agreement, the Stock Option Agreement, the Merger and the other transactions contemplated hereby and thereby and the Board of Directors has received the opinion of its financial advisor, Xxxxxx Xxxxxxx & Co. Incorporated, to the effect that, as of the date of this Agreement, the Exchange Ratio is fair to BP Amoco, from a financial point of view.

Corporate Authority; Approval and Fairness. The execution (a) Each of Clover and delivery of this Agreement by the Company Merger Sub has authority to execute and the consummation by the Company of the transactions contemplated hereby have been duly and validly authorized and approved by the Board of Directors of the Company and no other corporate proceedings on the part of the Company are necessary to authorize or approve this Agreement, or to consummate the transactions contemplated hereby other than: (i) the approval and adoption of deliver this Agreement and the transactions contemplated hereby, including the approval Transaction Documents to which it is or will be a party as of the sale of the Second Funding Shares by the Company to Buyer by the affirmative vote of Shareholders holding a majority of Shares represented in person or by proxy at a duly called meeting at which a quorum is present or represented, and (ii) the approval of the Articles of Amendment by the affirmative vote of Shareholders holding a majority of the Shares then outstanding. The Board of Directors has resolved to recommend the approval of the sale of the Second Funding Shares by the Company to Buyer and the adoption of this Agreement and the Articles of Amendment by the Shareholders, and has directed that the sale of the Second Funding Shares, this Agreement and the Articles of Amendment be submitted to the Shareholders for their approval. The Company has all corporate power and authority to enter into this Agreement and the Other Agreements to which the Company is a party Effective Time and to consummate the transactions contemplated hereby and thereby, subject subject, in the case of the Merger, only to the adoption of this Agreement by Clover, as sole stockholder of Merger Sub, which will occur within twenty-four (24) hours after execution of this Agreement and approval of the Shareholders described in subsections Clover Share Issuance by the affirmative vote of a majority of the votes cast by holders of Clover Common Stock entitled to vote on such matter at a stockholders’ meeting duly called and held for such purpose (i) the “Clover Stockholder Approval”). The execution and (ii) above. This delivery by Clover and Merger Sub of this Agreement and the Other Agreements Transaction Documents to which the Company it is or will be a party at the Effective Time and the consummation by Clover and Merger Sub of the transactions contemplated hereby and thereby have been, or will be as of the Effective Time, duly and validly authorized and approved by all necessary and proper corporate action on their part. Each of this Agreement and the Transaction Documents to which Clover or Merger Sub is or will be a party at the Effective Time has been or will be duly and validly executed and delivered by the Company them and (assuming that each of this Agreement and the valid authorization, execution and delivery applicable Transaction Documents to which Clover or Merger Sub is or will be a party as of such agreement by each other party thereto) each the Effective Time constitutes a legal, valid and binding agreement obligation of the Companyeach of Moon and SpinCo (as applicable)) constitutes or will constitute a legal, valid and binding obligation of each of Clover and Merger Sub, enforceable against the Company each of them in accordance with its terms, except that enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium subject to the Bankruptcy and similar laws of general applicability relating to or affecting creditors' rights or by principles governing the availability of equitable remedies (the "Bankruptcy Equity Exception").

Corporate Authority; Approval and Fairness. The execution 2.1.3.1. BP Amoco has all requisite corporate power and delivery of this Agreement by the Company authority and the consummation by the Company of the transactions contemplated hereby have been duly has taken all corporate action necessary in order to execute, deliver and validly authorized and approved by the Board of Directors of the Company and no other corporate proceedings on the part of the Company are necessary to authorize or approve this Agreement, or to consummate the transactions contemplated hereby other than: (i) the approval and adoption of perform its obligations under this Agreement and the transactions contemplated hereby, including the approval of the sale of the Second Funding Shares by the Company to Buyer by the affirmative vote of Shareholders holding a majority of Shares represented in person or by proxy at a duly called meeting at which a quorum is present or represented, and (ii) the approval of the Articles of Amendment by the affirmative vote of Shareholders holding a majority of the Shares then outstanding. The Board of Directors has resolved to recommend the approval of the sale of the Second Funding Shares by the Company to Buyer and the adoption of this Stock Option Agreement and the Articles of Amendment by the Shareholders, and has directed that the sale of the Second Funding Shares, this Agreement and the Articles of Amendment be submitted to the Shareholders for their approval. The Company has all corporate power and authority to enter into this Agreement and the Other Agreements to which the Company is a party and to consummate the Merger and the other transactions contemplated hereby and thereby, subject only to the approval of the Merger by, on a show of hands, not less than the requisite majority of the holders of outstanding BP Amoco Ordinary Shares, BP Amoco First Preference Shares and BP Amoco Second Preference Shares (collectively, the "BP Amoco Voting Shares") present in person or, on a poll, not less than the requisite majority of the votes attaching to the BP Amoco Voting Shares voted by the holders in person or by proxy at the BP Amoco Shareholders described Meeting (as defined in subsections Section 3.4) (i) the "BP Amoco Requisite Vote"). The execution, delivery and (ii) above. This performance of this Agreement and the Other Agreements to which the Company is a party Stock Option Agreement have been duly executed and delivered authorized by all necessary corporate action on the Company and (part of BP Amoco, and, assuming the valid due authorization, execution and delivery of such agreement this Agreement and the Stock Option Agreement by each other party thereto) each constitutes a ARCO, this Agreement and the Stock Option Agreement constitute valid and binding agreement agreements of the CompanyBP Amoco, enforceable against the Company BP Amoco in accordance with its their terms, except that enforceability may be limited by subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights or by and to general equity principles governing the availability of equitable remedies (the "Bankruptcy and Equity Exception"). The Board of Directors of BP Amoco has approved this Agreement, the Stock Option Agreement, the Merger and the other transactions contemplated hereby and thereby and the Board of Directors has received the opinion of its financial advisor, Morgan Stanley & Co. Incorporated, to the effect that, as of thx xxxx xx xxxx Agreement, the Exchange Ratio is fair to BP Amoco, from a financial point of view.

Corporate Authority; Approval and Fairness. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby have been duly and validly authorized and approved by the Board of Directors of the Company all necessary corporate action and no other corporate proceedings on the part of the Company and no stockholder votes are necessary to authorize or approve this Agreement, the Company’s execution and delivery of this Agreement and its performance hereunder or to consummate the transactions contemplated hereby other than: (i) , with respect to the approval and adoption of this Agreement and the transactions contemplated herebyMerger, including the approval of the sale of the Second Funding Shares by the Company to Buyer by the affirmative vote of Shareholders holding holders of a majority of Shares represented outstanding shares of Company Common Stock to adopt this Agreement in person or by proxy at a duly called meeting at which a quorum accordance with the DGCL (the “Stockholder Approval”). The Stockholder Approval is present or represented, and (ii) the approval only vote of the Articles holders of Amendment by the affirmative vote any class or series of Shareholders holding a majority of the Shares then outstanding. The Board of Directors has resolved Company Common Stock that is necessary pursuant to recommend the approval of the sale of the Second Funding Shares by applicable law, the Company Certificate of Incorporation or the Company Bylaws to Buyer and the adoption of adopt this Agreement and the Articles of Amendment by the Shareholders, and has directed that the sale of the Second Funding Shares, this Agreement and the Articles of Amendment be submitted to the Shareholders for their approval. The Company has all corporate power and authority to enter into this Agreement and the Other Agreements to which the Company is a party and to consummate the transactions contemplated hereby and thereby, subject to the approval of the Shareholders described in subsections (i) and (ii) aboveMerger. This Agreement and the Other Agreements to which the Company is a party have has been duly authorized and validly executed and delivered by the Company and (and, assuming the valid authorization, execution and delivery of such agreement by each other party thereto) each constitutes this Agreement is a valid and binding agreement obligation of Parent and Merger Sub, this Agreement constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that enforceability may be limited by subject to bankruptcy, insolvency, insolvency (including all Laws relating to fraudulent transfertransfers), reorganization, moratorium and similar laws Laws of general applicability relating to or affecting creditors' ’ rights or by and to general equity principles governing the availability of equitable remedies (the "“Bankruptcy and Equity Exception"”).

Corporate Authority; Approval and Fairness. The execution 2.1.3.1. BP Amoco has all requisite corporate power and delivery of this Agreement by the Company authority and the consummation by the Company of the transactions contemplated hereby have been duly has taken all corporate action necessary in order to execute, deliver and validly authorized and approved by the Board of Directors of the Company and no other corporate proceedings on the part of the Company are necessary to authorize or approve this Agreement, or to consummate the transactions contemplated hereby other than: (i) the approval and adoption of perform its obligations under this Agreement and the transactions contemplated hereby, including the approval of the sale of the Second Funding Shares by the Company to Buyer by the affirmative vote of Shareholders holding a majority of Shares represented in person or by proxy at a duly called meeting at which a quorum is present or represented, and (ii) the approval of the Articles of Amendment by the affirmative vote of Shareholders holding a majority of the Shares then outstanding. The Board of Directors has resolved to recommend the approval of the sale of the Second Funding Shares by the Company to Buyer and the adoption of this Stock Option Agreement and the Articles of Amendment by the Shareholders, and has directed that the sale of the Second Funding Shares, this Agreement and the Articles of Amendment be submitted to the Shareholders for their approval. The Company has all corporate power and authority to enter into this Agreement and the Other Agreements to which the Company is a party and to consummate the Merger and the other transactions contemplated hereby and thereby, subject only to the approval of the Merger by, on a show of hands, not less than the requisite majority of the holders of outstanding BP Amoco Ordinary Shares, BP Amoco First Preference Shares and BP Amoco Second Preference Shares (collectively, the "BP Amoco Voting Shares") present in person or, on a poll, not less than the requisite majority of the votes attaching to the BP Amoco Voting Shares voted by the holders in person or by proxy at the BP Amoco Shareholders described Meeting (as defined in subsections Section 3.4) (i) the "BP Amoco Requisite Vote"). The execution, delivery and (ii) above. This performance of this Agreement and the Other Agreements to which the Company is a party Stock Option Agreement have been duly executed and delivered authorized by all necessary corporate action on the Company and (part of BP Amoco, and, assuming the valid due authorization, execution and delivery of such agreement this Agreement and the Stock Option Agreement by each other party thereto) each constitutes a ARCO, this Agreement and the Stock Option Agreement constitute valid and binding agreement agreements of the CompanyBP Amoco, enforceable against the Company BP Amoco in accordance with its their terms, except that enforceability may be limited by subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights or by and to general equity principles governing the availability of equitable remedies (the "Bankruptcy and Equity Exception"). The Board of Directors of BP Amoco has approved this Agreement, the Stock Option Agreement, the Merger and the other transactions contemplated hereby and thereby and the Board of Directors has received the opinion of its financial advisor, Xxxxxx Xxxxxxx & Co. Incorporated, to the effect that, as of the date of this Agreement, the Exchange Ratio is fair to BP Amoco, from a financial point of view.

Corporate Authority; Approval and Fairness. The execution Company has all requisite corporate power and delivery authority and has taken all corporate action necessary in order to execute, deliver and perform its obligations under this Agreement and to consummate the Merger, subject only to adoption of this Agreement by the Company and the consummation by the Company holders of the transactions contemplated hereby have been duly and validly authorized and approved by the Board of Directors of the Company and no other corporate proceedings on the part of the Company are necessary to authorize or approve this Agreement, or to consummate the transactions contemplated hereby other than: (i) the approval and adoption of this Agreement and the transactions contemplated hereby, including the approval of the sale of the Second Funding Shares by the Company to Buyer by the affirmative vote of Shareholders holding a majority of Shares represented in person or by proxy at a duly called meeting at which a quorum is present or represented, and (ii) the approval of the Articles of Amendment by the affirmative vote of Shareholders holding a majority of the outstanding Shares then outstanding. The Board of Directors has resolved entitled to recommend vote on such matter at a meeting duly called and held for such purpose (the approval of the sale of the Second Funding Shares by the “Company to Buyer and the adoption of this Agreement and the Articles of Amendment by the Shareholders, and has directed that the sale of the Second Funding Shares, this Agreement and the Articles of Amendment be submitted to the Shareholders for their approval. The Company has all corporate power and authority to enter into this Agreement and the Other Agreements to which the Company is a party and to consummate the transactions contemplated hereby and thereby, subject to the approval of the Shareholders described in subsections (i) and (ii) aboveRequisite Vote”). This Agreement and the Other Agreements to which the Company is a party have has been duly executed and delivered by the Company and (assuming the valid authorization, execution and delivery of such agreement by each other party thereto) each constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except that enforceability may be limited by subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws Laws of general applicability relating to or affecting creditors' ’ rights or by and to general equity principles governing the availability of equitable remedies (the "“Bankruptcy and Equity Exception"”). As of the date of this Agreement and subject to Section 6.2, the Board of Directors of the Company has (i) (A) unanimously determined that the Merger is fair to, and in the best interests of, the Company and its stockholders, (B) approved the Merger and the other transactions contemplated hereby, (C) adopted, approved and declared advisable this Agreement, and (D) resolved to recommend the adoption of this Agreement to the holders of Shares (the “Company Recommendation”), (ii) received the opinions of its financial advisors, Gxxxxxx, Sxxxx & Co. and Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, dated as of the date of this Agreement, to the effect that, based upon and subject to the various qualifications, assumptions and limitations set forth in such opinions, the Merger Consideration to be received by the holders of the Shares in the Merger is fair to such holders from a financial point of view, as of the date of such opinion, and (iii) directed that this Agreement be submitted to the holders of Shares for their adoption. The Board of Directors of the Company has taken all action so that Parent will not be an “interested stockholder” or prohibited from entering into or consummating a “business combination” with the Company (in each case, as such term is used in Section 203 of the DGCL) as a result of the execution of this Agreement or the consummation of the transactions in the manner contemplated hereby.

Corporate Authority; Approval and Fairness. (i) The execution Company has all requisite corporate power and delivery authority and has taken all corporate action necessary in order to execute, deliver and perform its obligations under this Agreement and the Ancillary Agreements, and to consummate the Merger, subject only to adoption of this Agreement by the Company and the consummation by the Company holders of the transactions contemplated hereby have been duly and validly authorized and approved by the Board of Directors of the Company and no other corporate proceedings on the part of the Company are necessary to authorize or approve this Agreement, or to consummate the transactions contemplated hereby other than: (i) the approval and adoption of this Agreement and the transactions contemplated hereby, including the approval of the sale of the Second Funding Shares by the Company to Buyer by the affirmative vote of Shareholders holding a majority of Shares represented in person or by proxy at a duly called meeting at which a quorum is present or represented, and (ii) the approval of the Articles of Amendment by the affirmative vote of Shareholders holding a majority of the outstanding Shares then outstanding. The Board of Directors has resolved entitled to recommend vote on such matter at a stockholders’ meeting duly called and held for such purpose (the approval of the sale of the Second Funding Shares by the “Requisite Company to Buyer and the adoption of this Agreement and the Articles of Amendment by the Shareholders, and has directed that the sale of the Second Funding Shares, this Agreement and the Articles of Amendment be submitted to the Shareholders for their approval. The Company has all corporate power and authority to enter into this Agreement and the Other Agreements to which the Company is a party and to consummate the transactions contemplated hereby and thereby, subject to the approval of the Shareholders described in subsections (i) and (ii) aboveVote”). This Agreement and the Other Ancillary Agreements to which the Company is a party have been duly executed and delivered by the Company and (assuming the valid authorization, execution and delivery of such agreement by each other party thereto) each constitutes a constitute valid and binding agreement agreements of the Company, Company enforceable against the Company in accordance with its their respective terms, except that enforceability may be limited by subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws Laws of general applicability relating to or affecting creditors' ’ rights or by and to general equity principles governing the availability of equitable remedies (the "“Bankruptcy and Equity Exception"”).. Without limiting the generality of the foregoing, (A) the Warrant Amendments have been duly authorized, executed and delivered by the Company and, to the knowledge of the officers of the Company, the other parties thereto and constitutes a valid and binding agreement of the Company and (assuming due authorization, execution and delivery by the other parties thereto) the other parties thereto, enforceable against the Company and (assuming due authorization, execution and delivery by the other parties thereto) all holders of Warrants in accordance with its terms, subject to the Bankruptcy and Equity Exception, and (B) as a result of the execution and delivery of the Warrant Amendments, the transactions contemplated by Section 4.3(c) are permitted, under the terms and conditions of the Warrants, to be consummated with respect to all outstanding Warrants, and no further consents or waivers of any kind are required to be obtained from any holders of Warrants in order for such transactions to be consummated. As used herein, “