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

Corporate Authority Relative to this Agreement; No Violation. (a) Each of Parent and Merger Sub has all requisite corporate power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the Transactions. The execution and delivery of this Agreement and the consummation of the Transactions have been duly and validly authorized by the Boards of Directors of Parent and Merger Sub and by Parent or its relevant Subsidiary, as the sole shareholder of Merger Sub, and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize the Merger or the consummation of the Transactions. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub, and, assuming this Agreement constitutes the legal, valid and binding agreement of the Company, this Agreement constitutes the legal, valid and binding agreement of each of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (ii) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (b) Other than in connection with or in compliance with (i) the HSR Act, (ii) the FPA and the FERC Approval and (iii) the PUCO (collectively, the “Parent Approvals”), no authorization, consent, order, license, permit or approval of, or registration, declaration, notice or filing with, or action by, any Governmental Entity is necessary or required to be obtained or made under applicable Law in connection with the execution and delivery of this Agreement by Parent and Merger Sub, the performance by Parent and Merger Sub of their respective obligations hereunder or the consummation of the Transactions by Parent and Merger Sub, except for such authorizations, consents, approvals or filings, that, if not obtained or made, would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect (it being understood that Parent is not making any representations or warranties with respect to the Company’s or any of its Subsidiary’s assets in Kentucky). (c) The execution and delivery by Parent and Merger Sub of this Agreement do not, and, provided the Parent Approvals are obtained, the consummation of the Transactions and compliance with the provisions hereof will not (i) conflict with, result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of a benefit under any loan, guarantee of indebtedness or credit agreement, note, bond, mortgage, indenture, deed of trust, lease, agreement, contract, instrument, permit, concession, franchise, right, license or other agreement binding upon Parent or Merger Sub or result in the creation of any Lien, other than any such Lien (A) for Taxes or governmental assessments, charges or claims of payment not yet due or delinquent, being contested in good faith or for which adequate accruals or reserves have been established, (B) which is a carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other similar lien arising in the ordinary course of business, (C) which is disclosed on the most recent consolidated balance sheet of Parent or notes thereto or securing liabilities reflected on such balance sheet, (D) which was incurred in the ordinary course of business since the date of the most recent consolidated balance sheet of the Parent or (E) which does not and would not reasonably be expected to materially impair the continued use and operation of the assets to which they relate as operated as of the date hereof or any property at which the material operations of Parent or Merger Sub are conducted as of the date hereof, upon any of the properties or assets of Parent or Merger Sub, (ii) conflict with or result in any violation of any provision of the articles of incorporation or bylaws or other equivalent organizational document of Parent or Merger Sub or (iii) conflict with or violate any applicable Laws, other than, in the case of clauses (i) and (iii), any such violation, conflict, default, termination, cancellation, acceleration, right, loss or Lien that would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

Corporate Authority Relative to this Agreement; No Violation. (a) Each of Parent and Merger Sub has all requisite corporate power and authority to enter into this Agreement, to perform its obligations hereunder Agreement and to consummate the Transactionstransactions contemplated by this Agreement. The execution and delivery of this Agreement and the consummation of the Transactions transactions contemplated by this Agreement have been duly and validly authorized by the Boards of Directors of Parent and Merger Sub and by Parent or its relevant SubsidiaryParent, as the sole shareholder of Merger Sub, and and, except for the delivery to the Department of State of the State of Florida for filing of the Articles of Merger, no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize the Merger this Agreement or the consummation of the Transactionstransactions contemplated by this Agreement. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub, Sub and, assuming this Agreement constitutes the legal, valid and binding agreement of the Company, this Agreement constitutes the legal, valid and binding agreement of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, except that as (i) such enforcement enforceability may be subject to applicable limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to laws affecting the enforcement of creditors’ rights generally generally, and (ii) equitable remedies as the remedy of specific performance and injunctive and other forms of equitable injunctive relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor therefore may be brought. (b) Other than in connection with or in compliance with (i) the HSR ActFBCA, including, but not limited to, the delivery to the Department of State of the State of Florida for filing of the Articles of Merger, (ii) the FPA Securities Act, the Exchange Act, state securities, takeover and the FERC Approval “blue sky” laws and (iii) the PUCO HSR Act (collectively, the “Parent Approvals”), no authorization, consent, orderpermit, license, permit action or approval of, or registration, declaration, notice or filing with, or action bynotification to, any Governmental Entity is necessary or required to be obtained or made under applicable Law in connection with for the execution and delivery of this Agreement consummation by Parent and Merger Sub, the performance by Parent and or Merger Sub of their respective obligations hereunder or the consummation of the Transactions transactions contemplated by Parent and Merger Subthis Agreement, except for any such authorizationsauthorization, consentsconsent, approvals permit, action, approval, filing or filings, that, if not obtained notification the failure of which to make or made, obtain would not reasonably be expected to have, (A) individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect or (it being understood that Parent is not making any representations B) reasonably be expected to prevent or warranties with respect to materially delay the Company’s consummation of the Merger or any of its Subsidiary’s assets in Kentucky)the other transactions contemplated hereby. (c) The execution and delivery by Parent and Merger Sub of this Agreement do does not, and, provided the Parent Approvals are obtainedexcept as described in Section 4.2(b), the consummation of the Transactions transactions contemplated by this Agreement and compliance with the provisions hereof of this Agreement will not (i) conflict with, result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, amendment, cancellation or acceleration of any material obligation or to the loss of a material benefit under any loan, guarantee of indebtedness Indebtedness or credit agreement, note, bond, mortgage, indenture, deed of trust, lease, agreement, contract, instrument, permit, concession, franchise, right, permit or license or other agreement binding upon Parent or Merger Sub any of its Subsidiaries, or to which any of them is a party or any of their respective properties are bound, or result in the creation of any Lien, Lien (other than any such Lien (APermitted Liens) for Taxes or governmental assessments, charges or claims of payment not yet due or delinquent, being contested in good faith or for which adequate accruals or reserves have been established, (B) which is a carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other similar lien arising in the ordinary course of business, (C) which is disclosed on the most recent consolidated balance sheet of Parent or notes thereto or securing liabilities reflected on such balance sheet, (D) which was incurred in the ordinary course of business since the date of the most recent consolidated balance sheet of the Parent or (E) which does not and would not reasonably be expected to materially impair the continued use and operation of the assets to which they relate as operated as of the date hereof or any property at which the material operations of Parent or Merger Sub are conducted as of the date hereof, upon any of the properties or assets of Parent or Merger Subany of its Subsidiaries, (ii) conflict with or result in any violation of any provision of the articles of incorporation or bylaws or other equivalent organizational document document, in each case as amended, of Parent or Merger Sub any of its Subsidiaries or (iii) conflict with or violate any applicable Laws, other than, in the case of clauses (i), (ii) and (iii), any such violation, conflict, default, termination, cancellation, acceleration, right, loss or Lien that would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

Corporate Authority Relative to this Agreement; No Violation. (a) Each of Parent and Merger Sub has all requisite corporate power and authority to enter into this Agreement, to perform its obligations hereunder Agreement and to consummate the Transactionstransactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Transactions transactions contemplated hereby have been duly and validly authorized by the Boards Board of Directors of Parent and the Board of Directors of Merger Sub and by Parent or its relevant Subsidiary, as the sole shareholder of Merger Sub, and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize the Merger or the consummation of the Transactionstransactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub, Sub and, assuming this Agreement constitutes the legal, valid and binding agreement of the Company, this Agreement constitutes the legal, valid and binding agreement of each of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (ii) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be broughtEnforceability Exceptions. (b) Other than in connection with Except as may be required under or in compliance with relation to (i) the HSR ActDGCL, (ii) Chapter 78 of the FPA and the FERC Approval and Nevada Revised Statutes (“Chapter 78”), (iii) the PUCO Exchange Act, (iv) the Securities Act, (v) the approvals set forth in Section 5.3(b) of the Parent Disclosure Schedule (the approvals or other actions contemplated by clauses (i) through (v), collectively, the “Parent Approvals”), and, subject to the accuracy of the representations and warranties of the Company in Section 4.3(b), no authorization, consent, order, license, permit or approval of, or registration, declaration, notice or filing with, or action by, any Governmental Entity is necessary or required to be obtained or made necessary, under applicable Law in connection with Law, for the execution and delivery of this Agreement consummation by Parent and Merger Sub, the performance by Parent and or Merger Sub of their respective obligations hereunder or the consummation of the Transactions transactions contemplated by Parent and Merger Subthis Agreement, except for such authorizations, consents, approvals or filings, filings that are not required to be obtained or made prior to consummation of such transactions or that, if not obtained or made, would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect (it being understood that Parent is not making any representations or warranties with respect to the Company’s or any of its Subsidiary’s assets in Kentucky)Effect. (c) The execution and delivery by Parent and Merger Sub of this Agreement do does not, and, provided the Parent Approvals are obtainedexcept as described in Section 5.3(b), the consummation of the Transactions transactions contemplated hereby and compliance with the provisions hereof will not (i) conflict with, result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any material obligation or to the loss of a material benefit under any contract, agreement, loan, guarantee of indebtedness or credit agreement, note, bond, mortgage, indenture, deed of trust, lease, agreement, contract, instrument, permit, concession, franchise, right, right or license or other agreement binding upon Parent or Merger Sub any of its Subsidiaries or result in the creation of any LienLiens, other than any such Lien (A) for Taxes or governmental assessments, charges or claims of payment not yet due or delinquent, being contested in good faith or for which adequate accruals or reserves have been established, (B) which is a carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other similar lien arising in the ordinary course of business, (C) which is disclosed on the most recent consolidated balance sheet of Parent or notes thereto or securing liabilities reflected on such balance sheet, (D) which was incurred in the ordinary course of business since the date of the most recent consolidated balance sheet of the Parent or (E) which does not and would not reasonably be expected to materially impair the continued use and operation of the assets to which they relate as operated as of the date hereof or any property at which the material operations of Parent or Merger Sub are conducted as of the date hereof, Permitted Liens upon any of the properties or assets of Parent or Merger Subany of its Subsidiaries, (ii) conflict with or result in any violation of any provision of the articles of incorporation or bylaws by-laws or other equivalent organizational document document, in each case as amended or restated, of Parent or Merger Sub any of its Subsidiaries or (iii) conflict with or violate any applicable LawsLaw, other than, in the case of clauses (i) and (iii)) , any such violation, conflict, default, termination, cancellation, acceleration, right, loss or Lien that would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (d) The Board of Directors of Parent has, at a meeting duly called and held, duly adopted resolutions (i) determining that it is in the best interest of Parent and its stockholders, and declaring it advisable, to enter into this Agreement, (ii) authorizing and approving the execution, delivery and performance of this Agreement in accordance with its terms and the consummation of the transactions contemplated hereby, including the Merger and the Stock Issuance, and (iii) approving and declaring the advisability of the Stock Issuance (the “Parent Recommendation”), which resolutions, as of immediately prior to the execution of this Agreement, have not been rescinded, modified or withdrawn. The Board of Directors of Merger Sub duly and unanimously adopted resolutions by written consent (i) determining that it is in the best interest of Merger Sub and Parent, as its sole stockholder, and declaring it advisable, to enter into this Agreement, (ii) authorizing and approving the execution, delivery and performance of this Agreement in accordance with its terms and the consummation of the transactions contemplated hereby, including the Merger, (iii) submitting the adoption of this Agreement to Parent as Merger Sub’s sole stockholder, and (iv) recommending that Parent, as Merger Sub’s sole stockholder, adopt this Agreement, which resolutions, as of immediately prior to the execution of this Agreement, have not been rescinded, modified or withdrawn.

Corporate Authority Relative to this Agreement; No Violation. (a) Each of Parent and Merger Sub has all requisite corporate power and authority to enter into this Agreement, to perform its obligations hereunder Agreement and to consummate the Transactionstransactions contemplated by this Agreement. The execution and delivery of this Agreement and the consummation of the Transactions transactions contemplated hereby have been duly and validly authorized by the Boards Board of Directors of Parent and Merger Sub and by Parent or its relevant Subsidiary, as the sole shareholder of Merger Sub, and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize the Merger or the consummation of the Transactionstransactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub, Sub and, assuming this Agreement constitutes the legal, valid and binding agreement of the Company, this Agreement constitutes the legal, valid and binding agreement of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, except that (i) such enforcement may be subject to applicable the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or and other similar Laws, now or hereafter in effect, Laws relating to or affecting creditors’ rights generally and general equitable principles (ii) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any whether considered in a proceeding therefor may be broughtin equity or at Law). (b) Other than in connection with or in compliance with (i) the HSR ActDGCL, (ii) the FPA and the FERC Approval and Exchange Act, (iii) the PUCO HSR Act, (iv) any antitrust, competition or similar laws of any foreign jurisdiction, (v) such filings and approvals as are required to be made or obtained under the money transmitter or money services business Laws of various states and (vi) the approvals set forth on Section 4.2(b) of the Parent Disclosure Letter (collectively, the “Parent Approvals”), no authorization, consent, order, license, permit consent or approval of, or registration, declaration, notice or filing with, or action by, any Governmental Entity is necessary or required to be obtained or made under applicable Law in connection with for the execution and delivery of this Agreement consummation by Parent and Merger Sub, the performance by Parent and or Merger Sub of their respective obligations hereunder or the consummation of the Transactions transactions contemplated by Parent and Merger Subthis Agreement, except for such authorizations, consents, approvals or filings, that, if not obtained or made, would not reasonably be expected to havenot, individually or in the aggregate, have a Parent Material Adverse Effect (it being understood that Parent is not making any representations or warranties with respect to the Company’s or any of its Subsidiary’s assets in Kentucky)Effect. (c) The execution execution, delivery and delivery performance by Parent and Merger Sub of this Agreement do does not, and, provided the Parent Approvals are obtained, and the consummation of the Transactions transactions contemplated hereby and compliance with the provisions hereof do not and will not (i) conflict with, result in any violation of, breach or default (with or without notice or lapse of time, or both) under, require consent under, or give rise to a any modification under or right of termination, cancellation cancellation, penalty or acceleration of any obligation or remedy, or to the loss of a any benefit or any additional payment under any loan, guarantee of indebtedness or credit agreement, note, bond, mortgage, indenture, deed of trust, lease, agreement, contract, instrument, permit, concession, franchise, right, license license, arrangement or other agreement binding upon obligations to which Parent or Merger Sub any of its Subsidiaries is a party or to which their respective properties and assets are bound, or result in the creation of any Lien, other than any such Lien (A) for Taxes or governmental assessments, charges or claims of payment not yet due or delinquent, being contested in good faith or for which adequate accruals or reserves have been established, (B) which is a carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other similar lien arising in the ordinary course of business, (C) which is disclosed on the most recent consolidated balance sheet of Parent or notes thereto or securing liabilities reflected on such balance sheet, (D) which was incurred in the ordinary course of business since the date of the most recent consolidated balance sheet of the Parent or (E) which does not and would not reasonably be expected to materially impair the continued use and operation of the assets to which they relate as operated as of the date hereof or any property at which the material operations of Parent or Merger Sub are conducted as of the date hereof, upon any of the properties or assets of Parent or Merger Subany of its Subsidiaries, (ii) contravene, conflict with or result in any violation of any provision of the articles of incorporation Parent Charter or bylaws Parent By-laws or other equivalent organizational document document, in each case as amended, of Parent or Merger Sub Parent’s Subsidiaries or (iii) assuming that the consents and approvals referred to in Section 4.2(b) are duly obtained, contravene, conflict with or violate result in any violation of any applicable Laws, other than, in the case of clauses (i) and (iii), any such violation, conflict, default, termination, cancellation, acceleration, right, loss or Lien that as would not reasonably be expected to havenot, individually or in the aggregate, have a Parent Material Adverse Effect.

Corporate Authority Relative to this Agreement; No Violation. (a) Each of Parent and Merger Sub has all requisite corporate power and authority to enter into this Agreement, to perform its obligations hereunder Agreement and to consummate the Transactionstransactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Transactions transactions contemplated hereby have been duly and validly authorized by the Boards of Directors of Parent and Merger Sub and by Parent or its relevant SubsidiaryParent, as the sole shareholder stockholder of Merger Sub, and and, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize the Merger or the consummation of the Transactionstransactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub, Sub and, assuming this Agreement constitutes the legal, valid and binding agreement of the Company, this Agreement constitutes the legal, valid and binding agreement of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (ii) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (b) Other than in connection The execution, delivery and performance by Parent and Merger Sub of this Agreement and the consummation of the Offer and the Merger by Parent and Merger Sub do not and will not require any consent, approval, authorization or permit of, action by, filing with or in compliance with notification to any Governmental Entity, other than (i) the filing of the Certificate of Merger, (ii) compliance with the applicable requirements of the HSR Act, (iiiii) compliance with the applicable requirements of the Exchange Act, (iv) filings with and approvals from the Governmental Entities set forth on Section 5.2(b) of the Parent Disclosure Schedule, (v) compliance with any applicable foreign or state securities or blue sky laws, and (vi) the FPA and other consents and/or notices set forth on Section 5.2(b)of the FERC Approval and Parent Disclosure Schedule (iiicollectively, clauses (i) the PUCO through (vi), collectively, the “Parent Approvals”), no and other than any consent, approval, authorization, consentpermit, orderaction, license, permit filing or approval of, notification the failure of which to make or registration, declaration, notice or filing with, or action by, any Governmental Entity obtain is necessary or required to be obtained or made under applicable Law in connection with the execution and delivery of this Agreement by Parent and Merger Sub, the performance by Parent and Merger Sub of their respective obligations hereunder or the consummation of the Transactions by Parent and Merger Sub, except for such authorizations, consents, approvals or filings, that, if not obtained or made, would not reasonably be expected likely to have, individually or in the aggregate, a Parent Material Adverse Effect (it being understood that Parent is not making any representations or warranties with respect to the Company’s or any of its Subsidiary’s assets in Kentucky)Effect. (c) The execution execution, delivery and delivery performance by Parent and Merger Sub of this Agreement do not, and, provided and the consummation by Parent Approvals are obtainedand Merger Sub of the Merger, the consummation of Offer and the Transactions other transactions contemplated hereby do not and compliance with the provisions hereof will not (i) contravene or conflict withwith the organizational or governing documents of Parent or any of its Subsidiaries, (ii) assuming compliance with the matters referenced in Section 5.2(b), contravene or conflict with or constitute a violation of any provision of any Law binding upon or applicable to Parent or any of its Subsidiaries or any of their respective properties or assets, or (iii) result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of a benefit under any loan, guarantee of indebtedness or credit agreement, note, bond, mortgage, indenture, deed of trust, lease, agreement, contract, instrument, permit, concession, franchise, right, license or other agreement material Contract binding upon Parent or Merger Sub any of its Subsidiaries or result in the creation of any Lien, other than any such Lien (A) for Taxes or governmental assessments, charges or claims of payment not yet due or delinquent, being contested in good faith or for which adequate accruals or reserves have been established, (B) which is a carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other similar lien arising in the ordinary course of business, (C) which is disclosed on the most recent consolidated balance sheet of Parent or notes thereto or securing liabilities reflected on such balance sheet, (D) which was incurred in the ordinary course of business since the date of the most recent consolidated balance sheet of the Parent or (E) which does not and would not reasonably be expected to materially impair the continued use and operation of the assets to which they relate as operated as of the date hereof or any property at which the material operations of Parent or Merger Sub are conducted as of the date hereof, upon any of the properties or assets of Parent or Merger Sub, (ii) conflict with or result in any violation of any provision of the articles of incorporation or bylaws or other equivalent organizational document of Parent or Merger Sub or (iii) conflict with or violate any applicable Lawsits Subsidiaries, other than, in the case of clauses (iii) and (iii), any such violation, conflict, default, termination, cancellation, acceleration, right, loss loss, Lien or Lien other matter that would is not reasonably be expected likely to have, individually or in the aggregate, a Parent Material Adverse Effect.

Corporate Authority Relative to this Agreement; No Violation. (a) Each of Parent Pubco and Merger Sub has all requisite have the corporate power and authority to enter into this Agreement, Agreement and to perform carry out its obligations hereunder and to consummate the Transactionshereunder. The execution and delivery of this Agreement and the consummation of the Transactions transactions contemplated hereby have been duly and validly authorized by the Boards of Directors of Parent Pubco and Merger Sub and by Parent or its relevant Subsidiarythe requisite approval of the stockholders of Pubco (the "PUBCO STOCKHOLDER APPROVAL") and, as except for the sole shareholder filing of Merger Subthe Certificate of Merger, and no other corporate proceedings on the part of Parent or Pubco and Merger Sub are necessary to authorize the Merger or the consummation of the Transactionstransactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent Pubco and Merger Sub, Sub and, assuming this Agreement constitutes the legal, a valid and binding agreement of the CompanyGlobalOptions, this Agreement constitutes the legal, a valid and binding agreement of each of Parent Pubco and Merger Sub, enforceable against Parent Pubco and Merger Sub in accordance with its terms, except that as enforceability thereof may be limited by (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or bankruptcy laws and other similar Laws, now or hereafter in effect, relating to laws affecting creditors’ ' rights generally and or (ii) equitable remedies general principles of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be broughtequity. (b) Other than in connection with or in compliance with (i) Except as may be required under, and other applicable requirements of, the HSR Securities Act, (ii) the FPA Exchange Act, and the FERC Approval rules and (iii) regulations promulgated thereunder, state securities or blue sky laws, and the PUCO (collectivelyfiling of the Certificate of Merger under Delaware Law, none of the “Parent Approvals”)execution, no authorization, consent, order, license, permit delivery or approval of, or registration, declaration, notice or filing with, or action by, any Governmental Entity is necessary or required to be obtained or made under applicable Law in connection with the execution and delivery performance of this Agreement by Parent Pubco and Merger Sub, the performance consummation by Parent Pubco and Merger Sub of their respective obligations hereunder the transactions contemplated hereby or the consummation of the Transactions compliance by Parent and Merger Sub, except for such authorizations, consents, approvals or filings, that, if not obtained or made, would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect (it being understood that Parent is not making any representations or warranties with respect to the Company’s or any of its Subsidiary’s assets in Kentucky). (c) The execution and delivery by Parent Pubco and Merger Sub with any of this Agreement do not, and, provided the Parent Approvals are obtained, the consummation of the Transactions and compliance with the provisions hereof will not (i) conflict with, with or result in any breach of any provision of the articles of incorporation, bylaws or similar organizational documents of Pubco or Merger Sub, (ii) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity, (iii) result in a violation or breach of, or default constitute (with or without due notice or lapse of time, time or both) under, a default (or give rise to a any right of termination, amendment, cancellation or acceleration acceleration) under, any of the terms, conditions or provisions of any obligation or to the loss of a benefit under any loan, guarantee of indebtedness or credit agreement, note, bond, mortgage, indenture, deed of trust, lease, agreementlicense, contract, instrument, permit, concession, franchise, right, license agreement or other agreement binding upon Parent instrument or Merger Sub or result in the creation of any Lien, other than any such Lien (A) for Taxes or governmental assessments, charges or claims of payment not yet due or delinquent, being contested in good faith or for obligation to which adequate accruals or reserves have been established, (B) which Pubco is a carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s party or other similar lien arising in the ordinary course by which any of business, (C) which is disclosed on the most recent consolidated balance sheet of Parent or notes thereto or securing liabilities reflected on such balance sheet, (D) which was incurred in the ordinary course of business since the date of the most recent consolidated balance sheet of the Parent or (E) which does not and would not reasonably be expected to materially impair the continued use and operation of the assets to which they relate as operated as of the date hereof them or any property at which the material operations of Parent or Merger Sub are conducted as of the date hereof, upon any of the their properties or assets may be bound, or (iv) violate any Law applicable to Pubco or any of Parent its properties or Merger Subassets, excluding from the foregoing clauses (ii) conflict with or result in any violation of any provision of the articles of incorporation or bylaws or other equivalent organizational document of Parent or Merger Sub or ), (iii) conflict with or violate any applicable Laws, other than, in the case of clauses (i) and (iii)iv) such filings, any such violationpermits, conflictauthorizations, defaultconsents, terminationapprovals, cancellationviolations, acceleration, right, loss breaches or Lien that would not reasonably be expected to havedefaults which are not, individually or in the aggregate, reasonably likely to have a Parent Material Adverse EffectEffect on Pubco as it currently exists.

Corporate Authority Relative to this Agreement; No Violation. (a) Each of Parent and Merger Sub has all requisite corporate power and authority to enter into this Agreement, to perform its obligations hereunder Agreement and to consummate the Transactionstransactions contemplated by this Agreement. The execution and delivery of this Agreement and the consummation of the Transactions transactions contemplated by this Agreement have been duly and validly authorized by the Boards of Directors of Parent and Merger Sub and by Parent or its relevant SubsidiaryParent, as the sole shareholder stockholder of Merger Sub, and and, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize the Merger this Agreement or the consummation of the Transactionstransactions contemplated by this Agreement. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub, Sub and, assuming this Agreement constitutes the legal, valid and binding agreement agreements of the Company, this Agreement constitutes the legal, valid and binding agreement of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (ii) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (b) Other than in connection with or in compliance with (i) the HSR Actprovisions of the DGCL, (ii) the FPA Exchange Act, state securities, takeover and the FERC Approval “blue sky” laws and (iii) the PUCO HSR Act (collectively, the “Parent Approvals”), no authorization, consent, orderpermit, license, permit action or approval of, or registration, declaration, notice or filing with, or action bynotification to, any Governmental Entity is necessary or required to be obtained or made under applicable Law in connection with for the execution and delivery of this Agreement consummation by Parent and Merger Sub, the performance by Parent and or Merger Sub of their respective obligations hereunder or the consummation of the Transactions transactions contemplated by Parent and Merger Subthis Agreement, except for such authorizations, consents, approvals permits, actions, approvals, notifications or filings, that, if not obtained or made, would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect (it being understood that Parent is not making any representations or warranties with respect to the Company’s or any of its Subsidiary’s assets in Kentucky)Effect. (c) The execution and delivery by Parent and Merger Sub of this Agreement do does not, and, provided the Parent Approvals are obtainedexcept as described in Section 4.2(b), the consummation of the Transactions transactions contemplated by this Agreement and compliance with the provisions hereof of this Agreement will not (i) conflict with, result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, amendment, cancellation or acceleration of any material obligation or to the loss of a material benefit under any loan, guarantee of indebtedness Indebtedness or credit agreement, note, bond, mortgage, indenture, deed of trust, lease, agreement, contract, instrument, permit, concession, franchise, right, franchise or license or other agreement binding upon Parent or Merger Sub any of its Subsidiaries, or to which any of them is a party or any of their respective properties are bound, or result in the creation of any Lien, Lien (other than any such Lien (APermitted Liens) for Taxes or governmental assessments, charges or claims of payment not yet due or delinquent, being contested in good faith or for which adequate accruals or reserves have been established, (B) which is a carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other similar lien arising in the ordinary course of business, (C) which is disclosed on the most recent consolidated balance sheet of Parent or notes thereto or securing liabilities reflected on such balance sheet, (D) which was incurred in the ordinary course of business since the date of the most recent consolidated balance sheet of the Parent or (E) which does not and would not reasonably be expected to materially impair the continued use and operation of the assets to which they relate as operated as of the date hereof or any property at which the material operations of Parent or Merger Sub are conducted as of the date hereof, upon any of the properties or assets of Parent or Merger Subany of its Subsidiaries, (ii) conflict with or result in any violation of any provision of the articles certificate of incorporation or bylaws or other equivalent organizational document document, in each case as amended, of Parent or Merger Sub any of its Subsidiaries or (iii) conflict with or violate any applicable Laws, other than, in the case of clauses (i) and (iii), any such violation, conflict, default, termination, cancellation, acceleration, right, loss or Lien that would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

Corporate Authority Relative to this Agreement; No Violation. (a) Each of Parent and Merger Sub has all requisite corporate power and authority to enter into this Agreement, to perform its obligations hereunder Agreement and to consummate the Transactionstransactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Transactions transactions contemplated hereby have been duly and validly authorized by the Boards of Directors of Parent and Merger Sub and by Parent or its relevant SubsidiaryParent, as the sole shareholder stockholder of Merger Sub, and and, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize the Merger or the consummation of the Transactionstransactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub, Sub and, assuming this Agreement constitutes the legal, valid and binding agreement agreements of the Company, this Agreement constitutes the legal, valid and binding agreement of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally the Bankruptcy and (ii) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be broughtEquity Exception. (b) Other than in connection with or in compliance with (i) the HSR Actprovisions of the DGCL, (ii) the FPA and the FERC Approval Exchange Act and (iii) the PUCO HSR Act (collectively, the “Parent Approvals”), no authorization, consent, order, license, permit consent or approval of, or registration, declaration, notice or filing with, or action by, any Governmental Entity is necessary or required to be obtained or made under applicable Law in connection with for the execution and delivery of this Agreement consummation by Parent and Merger Sub, the performance by Parent and or Merger Sub of their respective obligations hereunder or the consummation of the Transactions transactions contemplated by Parent and Merger Subthis Agreement, except for such authorizations, consents, approvals or filings, that, if not obtained or made, would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect (it being understood that Parent is not making any representations or warranties with respect to the Company’s or any of its Subsidiary’s assets in Kentucky)Effect. (c) The execution and delivery by Parent and Merger Sub of this Agreement do does not, and, provided the Parent Approvals are obtainedexcept as described in Section 3.2(b), the consummation of the Transactions transactions contemplated hereby and compliance with the provisions hereof of this Agreement will not (i) conflict with, result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any material obligation or to the loss of a material benefit under any loan, guarantee of indebtedness or credit agreement, note, bond, mortgage, indenture, deed of trust, lease, agreement, contract, instrument, permit, concession, franchise, right, right or license or other agreement binding upon Parent or Merger Sub any of its Subsidiaries or result in the creation of any Lien, Lien (other than any such Lien (APermitted Liens) for Taxes or governmental assessments, charges or claims of payment not yet due or delinquent, being contested in good faith or for which adequate accruals or reserves have been established, (B) which is a carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other similar lien arising in the ordinary course of business, (C) which is disclosed on the most recent consolidated balance sheet of Parent or notes thereto or securing liabilities reflected on such balance sheet, (D) which was incurred in the ordinary course of business since the date of the most recent consolidated balance sheet of the Parent or (E) which does not and would not reasonably be expected to materially impair the continued use and operation of the assets to which they relate as operated as of the date hereof or any property at which the material operations of Parent or Merger Sub are conducted as of the date hereof, upon any of the properties or assets of Parent or Merger Subany of its Subsidiaries, (ii) conflict with or result in any violation of any provision of the articles certificate of incorporation or bylaws or other equivalent organizational document document, in each case as amended, of Parent or Merger Sub any of its Subsidiaries or (iii) conflict with or violate any applicable Laws, other than, in the case of clauses (i) and (iii), any such violation, conflict, default, termination, cancellation, acceleration, right, loss or Lien that would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

Corporate Authority Relative to this Agreement; No Violation. (a) Each of Parent and Merger Sub has all requisite limited partnership or corporate power and authority to enter into this Agreement, to and perform its obligations hereunder under this Agreement and to consummate the Transactionstransactions contemplated by this Agreement, including the Financing. The execution execution, delivery and delivery performance of this Agreement and the consummation of the Transactions transactions contemplated by this Agreement, including the Financing, have been duly and validly authorized by the Boards general partner of Parent and the Board of Directors of Parent and Merger Sub and by Parent or its relevant Subsidiary, as the sole shareholder of Merger Sub, and no other partnership or corporate proceedings on the part of Parent or Merger Sub are necessary to authorize the Merger or the consummation of the Transactionstransactions contemplated hereby (other than the filing of the Articles of Merger with the Secretary of State of the State of Tennessee). This Agreement has been duly and validly executed and delivered by Parent and Merger Sub, Sub and, assuming this Agreement constitutes the legal, valid and binding agreement of the Company, this Agreement constitutes the legal, valid and binding agreement of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, except that (i) such enforcement may be subject to applicable the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or and other similar Laws, now or hereafter in effect, Laws relating to or affecting creditors’ rights generally generally, general equitable principles (whether considered in a proceeding in equity or at Law) and (ii) equitable remedies any implied covenant of specific performance good faith and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be broughtfair dealing. (b) Other than in connection with or in compliance with (i) the HSR Actprovisions of the TBCA, (ii) the FPA and the FERC Approval Exchange Act, and (iii) the PUCO HSR Act (collectively, the “Parent Approvals”), no authorization, consent, order, license, permit approval or approval order of, or registration, declaration, notice or filing with, or action bynotification to, any Governmental Entity is necessary or required to be obtained or made under applicable Law in connection with the execution execution, delivery and delivery performance of this Agreement by Parent and or Merger Sub, Sub or the performance consummation by Parent and or Merger Sub of their respective obligations hereunder or the consummation of the Transactions transactions contemplated by Parent and Merger Subthis Agreement, except for such authorizations, consents, approvals approvals, orders, filings or filings, notices that, if not obtained or made, would not reasonably be expected to havenot, individually or in the aggregate, have a Parent Material Adverse Effect (it being understood that Parent is not making any representations or warranties with respect to the Company’s or any of its Subsidiary’s assets in Kentucky)Effect. (c) The execution execution, delivery and delivery performance by Parent and Merger Sub of this Agreement do does not, and, provided the Parent Approvals are obtained, and the consummation of the Transactions transactions contemplated hereby, including the Financing, and compliance with the provisions hereof will not (i) conflict with, result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, require consent under, or give rise to a right of termination, cancellation cancellation, modification or acceleration of any obligation or to the loss of a any benefit under any loan, guarantee of indebtedness or credit agreement, note, bond, mortgage, indenture, deed of trust, lease, agreement, contract, purchase or sale order, instrument, permit, concession, franchise, right, right or license or other agreement binding upon Parent or Merger Sub any of its Subsidiaries or result in the creation of any Lien, other than any such Lien (A) for Taxes or governmental assessments, charges or claims of payment not yet due or delinquent, being contested in good faith or for which adequate accruals or reserves have been established, (B) which is a carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other similar lien arising in the ordinary course of business, (C) which is disclosed on the most recent consolidated balance sheet of Parent or notes thereto or securing liabilities reflected on such balance sheet, (D) which was incurred in the ordinary course of business since the date of the most recent consolidated balance sheet of the Parent or (E) which does not and would not reasonably be expected to materially impair the continued use and operation of the assets to which they relate as operated as of the date hereof or any property at which the material operations of Parent or Merger Sub are conducted as of the date hereof, upon any of the properties properties, assets or assets rights of Parent or Merger Subany of its Subsidiaries, (ii) conflict with or result in any violation of any provision of the articles certificate of incorporation or bylaws by-laws or other equivalent organizational document document, in each case as amended, of Parent or Merger Sub any of its Subsidiaries or (iii) assuming that all Parent Approvals are obtained, conflict with or violate any applicable Laws, other than, (x) in the case of clauses (i) and (iii), any such violation, conflict, default, termination, cancellation, acceleration, right, loss or Lien that as would not reasonably be expected to havenot, individually or in the aggregate, have a Parent Material Adverse EffectEffect and (y) in the case of clause (i) or (iii), to the extent relating to the Company or its Subsidiaries or a change of control thereof.

Corporate Authority Relative to this Agreement; No Violation. (a) Each of Parent and Merger Sub The Company has all requisite corporate power and authority to enter into this Agreement, Agreement and the Ancillary Documents to perform its obligations hereunder which it is a party and to consummate the Transactions. The execution and delivery of this Agreement and the consummation of Ancillary Documents to which the Transactions have Company is a party has been duly and validly authorized by the Boards of Directors of Parent and Merger Sub and by Parent or its relevant Subsidiary, as the sole shareholder of Merger Sub, and no other corporate proceedings all necessary action on the part of Parent or Merger Sub are necessary to authorize the Merger or Company and the Company Director. The consummation of the TransactionsTransactions will be duly and validly authorized by the Company Director. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub, the Company and, assuming this Agreement constitutes the legal, valid and binding agreement of the CompanyMerger Sub, this Agreement Acquirer and Parent, constitutes the legal, valid and binding agreement of each of Parent and Merger Sub, the Company enforceable against Parent and Merger Sub the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, examinership, fraudulent transfer, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting or relating to the enforcement of creditors’ rights generally and (ii) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (b) Other than in connection with or in compliance with (i) the HSR ActAct and the DPA, (ii) the FPA and the FERC Approval and any Required Approvals, (iii) the PUCO Applicable Laws of the State of Delaware with respect to the Mergers and (collectively, iv) the “Parent Approvals”)matters set forth in Section 3.04(b) of the Company Disclosure Schedule, no authorization, consent, order, license, permit non-objection or approval of, or registration, declaration, notice filing or filing registration with, or action bynotice to, any Governmental Entity Authority is necessary or required to be obtained or made necessary, under applicable Law Applicable Law, in connection with the execution execution, delivery and delivery performance of this Agreement by Parent and Merger Sub, the performance by Parent and Merger Sub of their respective obligations hereunder Company or the consummation by the Company of the Transactions by Parent and Merger SubTransactions, except for such authorizations, consents, approvals or non-objections, approvals, filings, registrations or notices that, if not obtained or made, would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect (it being understood that Parent is not making any representations or warranties with respect to the Company’s or any of its Subsidiary’s assets in Kentucky)Effect. (c) The execution execution, delivery and delivery performance by Parent and Merger Sub the Company of this Agreement and the Ancillary Documents to which the Company is a party do not, and, provided except as described in Section 3.04(b) or disclosed in Section 3.04(c) of the Parent Approvals are obtainedCompany Disclosure Schedule, the consummation of the Transactions and compliance with the provisions hereof will not not, (i) conflict with, result in any violation or breach of, conflict with, or default or change of control (with or without notice or lapse of time, or both) under, or give rise to a right of of, or result in, termination, cancellation modification, cancellation, acceleration, revocation, suspension or acceleration limitation of any obligation or to the loss of a benefit under under, or result in any loanmaterial or increased, guarantee additional, accelerated or guaranteed rights or entitlements of indebtedness any Person under, (A) any Company Permit or credit agreement(B) any Contract to which any Acquired Company is a party or by which any assets or properties of any Acquired Company is bound, note, bond, mortgage, indenture, deed of trust, lease, agreement, contract, instrument, permit, concession, franchise, right, license or other agreement binding upon Parent or Merger Sub or (ii) result in the creation of any Lien, other than any such Lien (A) for Taxes or governmental assessments, charges or claims of payment not yet due or delinquent, being contested in good faith or for which adequate accruals or reserves have been established, (B) which is a carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other similar lien arising in the ordinary course of business, (C) which is disclosed on the most recent consolidated balance sheet of Parent or notes thereto or securing liabilities reflected on such balance sheet, (D) which was incurred in the ordinary course of business since the date of the most recent consolidated balance sheet of the Parent or (E) which does not and would not reasonably be expected to materially impair the continued use and operation of the assets to which they relate as operated as of the date hereof or any property at which the material operations of Parent or Merger Sub are conducted as of the date hereof, upon any of the properties properties, rights or assets of Parent or Merger Subany Acquired Company, other than Permitted Liens, (iiiii) materially conflict with or result in any material breach or violation of, or a material default (with or without notice or lapse of time, or both) under, any provision of the articles Organizational Documents of incorporation or bylaws or other equivalent organizational document of Parent or Merger Sub any Acquired Company or (iiiiv) conflict with or violate any applicable LawsLaw or Order to which any Acquired Company or any of its properties or assets is subject, other than, than in the case of the foregoing clauses (i), (ii) and (iiiiv), any such violation, breach, conflict, default, termination, modification, cancellation, revocation, suspension, limitation, right, entitlement, acceleration, right, loss or Lien that would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect. (d) Prior to the execution of this Agreement, the Company Director, by resolutions duly adopted at a meeting duly called and held or via unanimous written consent (which, as of the execution and delivery of this Agreement by the Parties, have not been rescinded, modified or withdrawn in any way), has (i) declared this Agreement and the Transactions, including the Mergers, upon the terms and subject to the conditions set forth herein, advisable, fair to and in the best interests of the Company and the Company Stockholder, (ii) approved and adopted this Agreement and the Transactions in accordance with Applicable Law and (iii) adopted a resolution directing that the adoption of this Agreement be submitted to the Company Stockholder for consideration and recommending that the Company Stockholder adopt this Agreement and thereby approve the Mergers and the other Transactions. (e) The Requisite Company Stockholder Approval is the only vote of the holders of any class or series of capital stock of the Company necessary to adopt this Agreement and thereby approve the Mergers and the other Transactions. The Requisite Company Stockholder Approval, if obtained, will be solicited and obtained in accordance with the Organizational Documents of the Company and of the Company Stockholder and in accordance with Applicable Law.