Common use of REPRESENTATIONS AND WARRANTIES OF THE UNITHOLDERS Clause in Contracts

REPRESENTATIONS AND WARRANTIES OF THE UNITHOLDERS. Each Unitholder represents and warrants, on behalf of such Unitholder, as follows, as of the date of this Agreement: (a) Unitholder has full power and authority to execute and deliver this Agreement, to perform such Unitholder’s obligations hereunder and to consummate the transactions contemplated hereby. If Unitholder is not an individual, such Unitholder is duly organized, validly existing and in good standing under the laws of its jurisdiction of formation. The execution and delivery of this Agreement, the performance of Unitholder’s obligations hereunder, and the consummation of the transactions contemplated hereby, have been duly authorized by all requisite actions of such Unitholder. This Agreement has been duly and validly executed and delivered by Unitholder and constitutes a legal, valid and binding obligation of such Unitholder, enforceable against such Unitholder in accordance with its terms, except as may be limited by the Bankruptcy and Equity Exception. (b) Unitholder is the sole legal and beneficial owner of the Units and Restricted LLC Units shown on Schedule A as being owned by it and except as set forth on such Schedule A, Unitholder does not own any interest in, or otherwise have any right to acquire, any, or any interest in, Units or Restricted LLC Units. Except for assignments that have occurred prior to the date hereof between Unitholders party hereto, Unitholder has not transferred, assigned, pledged or otherwise encumbered any of such Unitholder’s Units or any of such Unitholder’s rights under the Tax Receivable Agreement, the Registration Rights Agreement or the Exchange Agreement and no person (including any of the Unitholders party to this Agreement) has any rights to acquire any interest in any of Unitholder’s Units or Restricted LLC Units or Unitholder’s rights under the Tax Receivable Agreement, the Registration Rights Agreement or the Exchange Agreement. True and correct copies of the Tax Receivable Agreement, the Registration Rights Agreement and the Exchange Agreement are attached hereto as Exhibits C-1, C-2 and C-3, respectively. (c) Unitholder acknowledges and agrees that it has consulted with its tax and other advisors as to the effect of the exchange of its Units, the termination of the Tax Receivable Agreement, and the disparate consideration to be received by it in the MDLY Merger for shares of MDLY Class A Common Stock held by it and received upon exchange of Units, all as contemplated by this Agreement and no representation or warranty has been made to it by any of MDLY, SIC or any of their subsidiaries as to the amount of taxes that will be owed by it as a result of such transactions or the adequacy of the consideration to be received by it in the MDLY Merger.

REPRESENTATIONS AND WARRANTIES OF THE UNITHOLDERS. Each Unitholder hereby represents and warrantswarrants (severally, on behalf of such Unitholderand not jointly, as to itself only) to the SPAC as follows, as of the date of this Agreement: (a) Such Unitholder is the sole beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act) of, and has good, valid and marketable title to or has a valid proxy to vote such Unitholder’s Covered Units, free and clear of any Liens (other than as created by this Agreement). As of the date hereof, other than the Owned Units set forth opposite such Unitholder’s name on Schedule 1, such Unitholder does not own beneficially or of record any Company Units (or any securities convertible into Company Units) or any interest therein. (b) Such Unitholder, in each case except as provided in this Agreement or the Company Organizational Documents, (i) has full voting power, full power of disposition and full power to issue instructions with respect to the matters set forth herein whether by ownership or by proxy, in each case, with respect to such Unitholder’s Covered Units, (ii) has not entered into any voting agreement or voting trust, and has no knowledge and is not aware of any such voting agreement or voting trust in effect with respect to any of such Unitholder’s Covered Units that is inconsistent with such Unitholder’s obligations pursuant to this Agreement, (iii) has not granted a proxy or power of attorney with respect to any of such Unitholder’s Covered Units that is inconsistent with such Unitholder’s obligations pursuant to this Agreement, and has no knowledge and is not aware of any such proxy or power of attorney in effect, and (iv) has not entered into any agreement or undertaking that is otherwise inconsistent with, or would interfere with, or prohibit or prevent it from satisfying, its obligations pursuant to this Agreement, and has no knowledge and is not aware of any such agreement or undertaking. (c) Such Unitholder affirms that (i) if the Unitholder is a natural person, he or she has all the requisite power and authority and has taken all action necessary in order to execute and deliver this Agreement, to perform such Unitholder’s his or her obligations hereunder and to consummate the transaction contemplated hereby, and (ii) if the Unitholder is not a natural person, (A) is a legal entity duly organized, validly existing and, to the extent such concept is applicable, in good standing under the Laws of the jurisdiction of its organization, and (B) has all requisite corporate or other power and authority and has taken all corporate or other action necessary in order to, execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. If Unitholder is not an individual, This Agreement has been duly executed and delivered by such Unitholder is duly organizedand, validly existing and in good standing under subject to the laws of its jurisdiction of formation. The due execution and delivery of this Agreement by each other Party hereto, constitutes a legally valid and binding agreement of such Unitholder enforceable against the Unitholder in accordance with the terms hereof (except as enforceability may be limited by bankruptcy Laws or other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies). (d) Other than the filings, notices and reports pursuant to, in compliance with or required to be made under the Exchange Act, no filings, notices, reports, consents, registrations, approvals, permits, waivers, expirations of waiting periods or authorizations are required to be obtained by such Unitholder from, or to be given by such Unitholder to, or be made by such Unitholder with, any Governmental Authority in connection with the execution, delivery and performance by such Unitholder of this Agreement, the consummation of the transactions contemplated hereby or the Acquisition Merger or the other transactions contemplated by the Merger Agreement. (e) The execution, delivery and performance of Unitholder’s obligations hereunderthis Agreement by such Unitholder does not, and the consummation of the transactions contemplated hereby and the Acquisition Merger and the other transactions contemplated by the Merger Agreement will not, constitute or result in (i) a breach or violation of, or a default under, the organizational documents of such Unitholder (if such Unitholder is not a natural person), (ii) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) of or a default under, the loss of any benefit under, the creation, modification, cancellation or acceleration of any obligations under or the creation of a Lien on any of the properties, rights or assets of such Unitholder pursuant to any Contract binding upon such Unitholder or, assuming (solely with respect to performance of this Agreement and the transactions contemplated hereby), compliance with the matters referred to in Section 5(d), under any applicable Law to which such Unitholder is subject or (iii) any change in the rights or obligations of any party under any Contract legally binding upon such Unitholder, except, in the case of clause (ii) or (iii) directly above, for any such breach, violation, termination, default, creation, acceleration or change that would not, individually or in the aggregate, reasonably be expected to prevent, delay or impair such Unitholder’s ability to perform its obligations hereunder or to consummate the transactions contemplated hereby, have been duly authorized the consummation of the Acquisition Merger or the other transactions contemplated by all requisite actions the Merger Agreement. (f) As of the date of this Agreement, there is no action, proceeding or investigation pending against such Unitholder. This Agreement has been duly and validly executed and delivered by Unitholder and constitutes a legalor, valid and binding obligation to the knowledge of such Unitholder, enforceable threatened against such Unitholder that, in accordance with any manner, questions the beneficial or record ownership of the Unitholder’s Covered Units or the validity of this Agreement, or challenges or seeks to prevent, enjoin or materially delay the performance by such Unitholder of its terms, except as may be limited by the Bankruptcy and Equity Exceptionobligations under this Agreement. (bg) The Unitholder is a sophisticated unitholder and has adequate information concerning the sole legal business and beneficial owner financial condition of SPAC and the Company to make an informed decision regarding this Agreement and the other transactions contemplated by the Merger Agreement and has independently, based on such information as the Unitholder has deemed appropriate, made its own analysis and decision to enter into this Agreement. The Unitholder acknowledges that SPAC and the Company have not made and do not make any representation or warranty, whether express or implied, of any kind or character except as expressly set forth in this Agreement. The Unitholder acknowledges that the agreements contained herein with respect to the Covered Units held by the Unitholder are irrevocable. (h) Such Unitholder understands and acknowledges that SPAC is entering into the Merger Agreement in reliance upon such Unitholder’s execution and delivery of this Agreement and the representations, warranties, covenants and other agreements of such Unitholder contained herein. (i) No investment banker, broker, finder or other intermediary is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission for which SPAC or the Company is or could be liable in connection with the Merger Agreement or this Agreement or any of the Units and Restricted LLC Units shown on Schedule A respective transactions contemplated hereby or thereby, in each case based upon arrangements made by such Unitholder in his, her or its capacity as being owned by it and except as set forth on such Schedule Aa unitholder or, Unitholder does not own any interest in, or otherwise have any right to acquire, any, or any interest in, Units or Restricted LLC Units. Except for assignments that have occurred prior to the date hereof between Unitholders party hereto, Unitholder has not transferred, assigned, pledged or otherwise encumbered any knowledge of such Unitholder’s Units or any , on behalf of such Unitholder’s rights under the Tax Receivable AgreementUnitholder in his, the Registration Rights Agreement her or the Exchange Agreement and no person (including any of the Unitholders party to this Agreement) has any rights to acquire any interest in any of Unitholder’s Units or Restricted LLC Units or Unitholder’s rights under the Tax Receivable Agreement, the Registration Rights Agreement or the Exchange Agreement. True and correct copies of the Tax Receivable Agreement, the Registration Rights Agreement and the Exchange Agreement are attached hereto as Exhibits C-1, C-2 and C-3, respectively. (c) Unitholder acknowledges and agrees that it has consulted with its tax and other advisors as to the effect of the exchange of its Units, the termination of the Tax Receivable Agreement, and the disparate consideration to be received by it in the MDLY Merger for shares of MDLY Class A Common Stock held by it and received upon exchange of Units, all as contemplated by this Agreement and no representation or warranty has been made to it by any of MDLY, SIC or any of their subsidiaries as to the amount of taxes that will be owed by it capacity as a result of such transactions or the adequacy of the consideration to be received by it in the MDLY Mergerunitholder.

REPRESENTATIONS AND WARRANTIES OF THE UNITHOLDERS. Each Unitholder represents The Unitholders hereby jointly and warrants, on behalf of such Unitholder, severally represent and warrant to ANDX and MPLX as follows, as of the date of this Agreement: (a) Each Unitholder is the Record Holder and beneficial owner of, and has good and valid title to, its Covered Units, free and clear of Liens other than as created by this Agreement. Each Unitholder has full voting power, power of disposition, and authority power to execute and deliver agree to all of the matters set forth in this Agreement, in each case with respect to perform such Unitholder’s obligations hereunder all of its Covered Units. As of the date hereof, other than the Existing Units, the ANDX GP Interest, the ANDX Special Limited Partner Interest and to consummate the transactions contemplated hereby. If TexNew Mex Units, neither Unitholder is a Record Holder of, nor owns beneficially, any (i) units or voting securities of ANDX, (ii) securities of ANDX convertible into or exchangeable for units or voting securities of ANDX or (iii) options or other rights to acquire from ANDX any units, voting securities or securities convertible into or exchangeable for units or voting securities of ANDX. The Covered Units are not an individualsubject to any voting trust agreement or other contract to which a Unitholder is a party restricting or otherwise relating to the voting or Transfer of the Covered Units. Neither Unitholder has appointed or granted any proxy or power of attorney that is still in effect with respect to any Covered Units, such except as contemplated by this Agreement. (b) Each Unitholder is duly organized, validly existing and in good standing under the laws of its jurisdiction of formationorganization and has all requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution, delivery and performance of this Agreement by each Unitholder, the performance by each Unitholder of its obligations hereunder and the consummation by each Unitholder of the transactions contemplated hereby have been duly and validly authorized by the Unitholder and no other actions or proceedings on the part of the Unitholder are necessary to authorize the execution and delivery by each Unitholder of this Agreement, the performance by each Unitholder of Unitholder’s its obligations hereunder, and hereunder or the consummation by each Unitholder of the transactions contemplated hereby, have been duly authorized by all requisite actions of such Unitholder. This Agreement has been duly and validly executed and delivered by each Unitholder and, assuming due authorization, execution and delivery by ANDX and MPLX, constitutes a legal, valid and binding obligation of such each Unitholder, enforceable against such each Unitholder in accordance with its terms, except as enforcement may be limited by the Bankruptcy applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and Equity Exception. by general principles of equity (b) Unitholder is the sole legal and beneficial owner regardless of the Units and Restricted LLC Units shown on Schedule A as being owned by it and except as set forth on such Schedule A, Unitholder does not own any interest in, whether considered in a proceeding in equity or otherwise have any right to acquire, any, or any interest in, Units or Restricted LLC Units. Except for assignments that have occurred prior to the date hereof between Unitholders party hereto, Unitholder has not transferred, assigned, pledged or otherwise encumbered any of such Unitholder’s Units or any of such Unitholder’s rights under the Tax Receivable Agreement, the Registration Rights Agreement or the Exchange Agreement and no person (including any of the Unitholders party to this Agreement) has any rights to acquire any interest in any of Unitholder’s Units or Restricted LLC Units or Unitholder’s rights under the Tax Receivable Agreement, the Registration Rights Agreement or the Exchange Agreement. True and correct copies of the Tax Receivable Agreement, the Registration Rights Agreement and the Exchange Agreement are attached hereto as Exhibits C-1, C-2 and C-3, respectivelyat Law). (c) Except for the applicable requirements of the Exchange Act, (i) no filing with, and no permit, authorization, consent or approval of, any Governmental Entity is necessary on the part of either Unitholder acknowledges for the execution, delivery and agrees performance of this Agreement by each Unitholder or the consummation by each Unitholder of the transactions contemplated hereby and (ii) neither the execution, delivery or performance of this Agreement by either Unitholder nor the consummation by each Unitholder of the transactions contemplated hereby nor compliance by each Unitholder with any of the provisions hereof shall (A) conflict with or violate, any provision of the organizational documents of either Unitholder, (B) result in any breach or violation of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on such property or asset of either Unitholder pursuant to, any contract to which either Unitholder is a party or by which either Unitholder or any property or asset of the Unitholder is bound or affected, or (C) violate any order, writ, injunction, decree, statute, rule or regulation applicable to either Unitholder or any of either Unitholder’s properties or assets except, in the case of clause (B) or (C), for breaches, violations or defaults that it has consulted with would not, individually or in the aggregate, materially impair the ability of either Unitholder to perform its tax and obligations hereunder. (d) As of the date of this Agreement, there is no action, suit, investigation, complaint or other advisors as proceeding pending against either Unitholder or, to the effect knowledge of the exchange Unitholders, any other Person or, to the knowledge of the Unitholders, threatened against either Unitholder or any other Person that restricts or prohibits (or, if successful, would restrict or prohibit) the exercise by ANDX and MPLX of their rights under this Agreement or the performance by any Party of its Units, obligations under this Agreement. (e) Each Unitholder understands and acknowledges that ANDX and MPLX are entering into the termination Merger Agreement in reliance upon the Unitholders’ execution and delivery of the Tax Receivable Agreement, and the disparate consideration to be received by it in the MDLY Merger for shares of MDLY Class A Common Stock held by it and received upon exchange of Units, all as contemplated by this Agreement and no representation or warranty has been made to it by any of MDLY, SIC or any of their subsidiaries as to the amount of taxes that will be owed by it as a result of such transactions or the adequacy representations and warranties of the consideration to be received by it in the MDLY MergerUnitholders contained herein. (f) Each Unitholder is an Affiliate of ANDX GP.