Common use of Authority; Enforceability Clause in Contracts

Authority; Enforceability. Each Seller has all necessary corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by each Seller of this Agreement and the Ancillary Agreements to which it is a party and the consummation by each Seller of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of each Seller and no other corporate proceedings on the part of any Seller are necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize this Agreement or the Ancillary Agreements to which it is a party or to consummate the transactions contemplated hereby or thereby. Each Seller’s Board of Directors has (i) approved this Agreement and the transactions contemplated hereby, (ii) determined that the terms of this Agreement are fair to and in the best interests of such Seller and its stockholders, and (iii) declared the advisability of this Agreement. This Agreement has been duly executed and delivered by the Sellers, and each Ancillary Agreement will be duly executed and delivered by each Seller party thereto, and, assuming due authorization, execution and delivery by the other parties hereto and thereto, constitutes or will constitute a legal, valid and binding agreement of each Seller enforceable against each Seller 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).

Authority; Enforceability. Each Seller of Parent and Merger Sub has all necessary requisite corporate power and authority to execute and deliver this Agreement and each of the Ancillary other Transaction Agreements to which it such Person is a party, and each instrument required to be executed and delivered by it at the Closing, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, execution and delivery and performance by each Seller of Parent and Merger Sub of this Agreement and Agreement, each of the Ancillary other Transaction Agreements to which it such Person is a party and each instrument required to be executed and delivered by it at the consummation by each Seller Closing and the performance of the transactions contemplated hereby their respective obligations hereunder and thereby thereunder have been duly and validly authorized by all necessary corporate action on the part Board of Directors of each Seller of Parent and Merger Sub and, immediately following the execution hereof, by Parent as the sole stockholder of Merger Sub. Except for filing of the Certificate of Merger, no other corporate proceedings on the part of any Seller Parent or Merger Sub are necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize this Agreement or the Ancillary Agreements to which it is a party or to consummate the transactions contemplated hereby or thereby. Each Seller’s Board consummation of Directors has (i) approved this Agreement and the transactions contemplated hereby, (ii) determined that the terms of this Agreement are fair to and in the best interests of such Seller and its stockholders, and (iii) declared the advisability of this Agreement. This Agreement has and each of the other Transaction Agreements to which Parent or Merger Sub is a party have been duly executed and delivered by each of Parent and Merger Sub (as the Sellers, and each Ancillary Agreement will be duly executed and delivered by each Seller party thereto, case may be) and, assuming due authorization, execution and delivery hereof by the other parties hereto and theretoCompany, constitutes or will constitute a legal, valid and binding agreement obligations of each Seller of Parent and Merger Sub, enforceable against each Seller of Parent and Merger Sub in accordance with its their terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws laws relating to or affecting creditors’ rights generally and generally, general equitable principles (whether considered in a proceeding in equity or at law)) and an implied covenant of good faith and fair dealing.

Authority; Enforceability. (a) Each Seller of the Contributor Parties has all necessary the requisite limited partnership, limited liability company or corporate power and authority authority, as applicable, to execute and deliver this Agreement and the Ancillary Agreements any other Transaction Agreement to which it is a party, to perform carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, execution and delivery and performance by each Seller Contributor Party of this Agreement and the Ancillary Agreements any other Transaction Agreement to which it is a party party, the performance by each Contributor Party of its obligations hereunder and thereunder and the consummation by each Seller Contributor Party of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of each Seller such Contributor Party, and no other partnership, limited liability company or corporate proceedings proceedings, as applicable, on the part of any Seller are Contributor Party or its equityholders is necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize this Agreement or the Ancillary Agreements any other Transaction Agreement to which it any Contributor Party is a party or to consummate the transactions contemplated hereby or and thereby. Each Seller’s Board of Directors has . (ib) approved this Agreement and the transactions contemplated hereby, (ii) determined that the terms of this Agreement are fair to and in the best interests of such Seller and its stockholders, and (iii) declared the advisability of this Agreement. This Agreement has been duly executed and delivered by been, and, upon their execution, the Sellersother Transaction Agreements to which any Contributor Party is a party shall have been, and each Ancillary Agreement will be duly executed and delivered by each Seller party theretoapplicable Contributor Party, and, assuming the due authorization, execution and delivery by Acquirer, this Agreement constitutes and, upon their execution, the other parties hereto and theretoTransaction Agreements to which any Contributor Party is a party shall constitute, constitutes or will constitute a legal, legally valid and binding agreement agreements of each Seller applicable Contributor Party, enforceable against each Seller applicable Contributor Party in accordance with its their respective terms, subject to the effects of except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyancetransfer, reorganization, moratorium and other similar Laws relating to or affecting creditors’ rights generally and subject, as to enforceability, to legal principles of general applicability governing the availability of equitable principles remedies (regardless of whether such enforceability is considered in a proceeding in equity or at law) (collectively, “Creditors’ Rights”).

Authority; Enforceability. Each Seller Such Owner that is not an individual is duly organized and validly existing under the laws of its jurisdiction of formation. Such Owner that is not an individual has all necessary the requisite limited partnership, limited liability company, or corporate power and authority authority, as applicable, to execute and deliver this Agreement and the Ancillary Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by each Seller of this Agreement and the Ancillary Transaction Agreements to which it is a party and to perform its obligations hereunder and thereunder. The execution, delivery and performance of this Agreement and the Transaction Agreements to which such Owner is a party and the consummation by each Seller such Owner that is not an individual of the transactions contemplated hereunder and thereunder have been duly authorized and approved by all necessary partnership, company, or corporate action, as applicable, on the part of such Owner. Such Owner that is an individual has all necessary authority and legal capacity to execute and deliver this Agreement and the Transaction Agreements to which it is a party and to perform its obligations hereunder and thereunder. The execution and delivery of this Agreement and the other Transaction Agreements to which such Owner is a party by such Owner, the performance by such Owner of all the terms and conditions hereof and thereof to be performed by such Owner and the consummation of the transactions contemplated hereby and thereby by such Owner have been duly authorized and validly authorized approved by all necessary corporate requisite action on the part of each Seller such Owner. This Agreement and no the other corporate proceedings on the part of any Seller are necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize this Agreement or the Ancillary Transaction Agreements to which it such Owner is a party or to consummate the transactions contemplated hereby or thereby. Each Seller’s Board of Directors has (i) approved this Agreement and the transactions contemplated hereby, (ii) determined that the terms of this Agreement are fair to and in the best interests of such Seller and its stockholders, and (iii) declared the advisability of this Agreement. This Agreement has have been duly executed and delivered by such Owner. This Agreement and the Sellersother Transaction Agreements to which such Owner is a party constitute the valid and binding obligations of such Owner, and each Ancillary Agreement will be duly executed and delivered by each Seller party thereto, and, enforceable against such Owner in accordance with the terms thereof (assuming the due authorization, execution and delivery thereof by the other parties hereto and thereto, constitutes or will constitute a legal, valid and binding agreement of each Seller enforceable against each Seller in accordance with its terms), subject to the effects of applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and insolvency or other similar Laws laws relating to or affecting the enforcement of creditors’ rights generally and general equitable principles (regardless of whether such enforceability is considered in a proceeding at law or in equity or at lawequity) (collectively, the “Equitable Principles”).

Authority; Enforceability. (a) Each Seller of the Contributor Parties has all necessary corporate the requisite corporate, limited partnership or limited liability company power and authority to execute and deliver this Agreement and the Ancillary other Transaction Agreements to which it is a party and to consummate the transactions contemplated by this Agreement and the other Transaction Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, execution and delivery and performance by each Seller Contributor Party of this Agreement and the Ancillary other Transaction Agreements to which it is a party and the consummation by each Seller Contributor Party of the transactions contemplated hereby by this Agreement and thereby the other Transaction Agreements to which it is a party have been duly and validly authorized by all necessary corporate action on the part of each Seller such Contributor Party, and no other corporate corporate, limited partnership or limited liability company proceedings on the part of any Seller are Contributor Party is necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize this Agreement or and the Ancillary other Transaction Agreements to which it is a party or to consummate the transactions contemplated hereby or thereby. Each Seller’s Board of Directors has (i) approved by this Agreement and the transactions contemplated herebyother Transaction Agreements to which it is a party. (b) This Agreement and the other Transaction Agreements to which a Contributor Party is a party have been, (ii) determined that the terms of this Agreement are fair to and or, in the best interests case of such Seller and its stockholdersthe Transaction Agreements to be delivered after the Execution Date, and (iii) declared the advisability of this Agreement. This Agreement has been will be, duly executed and delivered by the Sellers, and each Ancillary Agreement will be duly executed and delivered by each Seller party theretosuch Contributor Party, and, assuming the due authorization, execution and delivery by the Acquirer Parties, this Agreement and the other parties hereto and thereto, constitutes or will Transaction Agreements to which a Contributor Party is a party constitute a legal, the valid and binding agreement of each Seller such Contributor Party, enforceable against each Seller such Contributor Party in accordance with its terms, subject to the effects of except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyancetransfer, reorganization, moratorium and other similar Laws relating to or affecting creditors’ rights generally and subject, as to enforceability, to legal principles of general applicability governing the availability of equitable remedies, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether such enforceability is considered in a proceeding in equity or at law) (collectively, “Creditors’ Rights”).

Authority; Enforceability. Each Seller of Onyx and its Designated Affiliates has all necessary the corporate or other power and authority to execute and deliver this Separation Agreement and the Ancillary Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyhereby. The execution, execution and delivery and performance by each Seller of Onyx and its Designated Affiliates of this Separation Agreement and the Ancillary Agreements to which it is a party and the consummation by each Seller of Onyx and its Designated Affiliates of the transactions contemplated hereby and thereby hereunder have been duly and validly authorized by all necessary corporate action on the part of each Seller of Onyx and its Designated Affiliates and the holders of any Equity Interests thereof and no other corporate proceedings or similar proceeding on the part of any Seller Onyx or its Designated Affiliates are necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation applicable Law to authorize this Separation Agreement or the Ancillary Agreements to which it is a party or to consummate the transactions contemplated hereby or thereby. Each Seller’s Board of Directors has (i) approved this Agreement and the transactions contemplated hereby, (ii) determined that the terms of this Agreement are fair to and in the best interests of such Seller and its stockholders, and (iii) declared the advisability of this Agreement. This Separation Agreement has been duly executed and delivered by the Sellerseach of Onyx and, if and each Ancillary Agreement will be duly executed and delivered by each Seller party theretowhen applicable, its Designated Affiliates and, assuming due authorization, execution and delivery by the other parties hereto and theretohereto, constitutes or will constitute a legal, valid and binding agreement of each Seller of Onyx and its Designated Affiliates, enforceable against each Seller of them 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).

Authority; Enforceability. Each Seller (i) Subject to the required regulatory approvals as stated in Section 3.6(b), and the approval of the Tidelands shareholders, the execution, delivery and performance of this Agreement and the other transactions contemplated or required in connection herewith will not, with or without the giving of notice or the passage of time, or both: (1) violate any provision of federal or state law applicable to United, the violation of which could be reasonably expected to have an adverse effect on the business, operations, properties, assets, financial condition or prospects of United; (2) violate any provision of the articles of incorporation or bylaws of United; (3) conflict with or result in a breach of any provision of, or termination of, or constitute a default under any instrument, license, agreement, or commitment to which United is a party, which, singularly or in the aggregate, could reasonably be expected to have an adverse effect on the business, operations, properties, assets, financial condition or prospects of United; or (4) constitute a violation of any order, judgment or decree to which United is a party, or by which United or any of its assets or properties are bound. (ii) United has all necessary corporate full power and authority to execute enter into and deliver perform this Agreement and the Ancillary Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery delivery, performance and performance by each Seller terms of this Agreement and the Ancillary Agreements to which it is a party by United and the consummation by each Seller United of the transactions contemplated hereby and thereby have been duly and validly authorized approved by United, including all necessary action by the board of directors of United. No other corporate action proceedings are necessary on the part of each Seller and no other corporate proceedings on the part of any Seller are necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation United to authorize the execution, delivery, and performance of this Agreement or by United and the Ancillary Agreements to which it is a party or to consummate the transactions contemplated hereby or thereby. Each Seller’s Board consummation by United of Directors has (i) approved this Agreement and the transactions contemplated hereby, (ii) determined that the terms of . Assuming this Agreement are fair to and in constitutes the best interests of such Seller and its stockholders, and (iii) declared the advisability of this Agreement. This Agreement has been duly executed and delivered by the Sellers, and each Ancillary Agreement will be duly executed and delivered by each Seller party thereto, and, assuming due authorization, execution and delivery by the other parties hereto and thereto, constitutes or will constitute a legal, valid and binding agreement obligation of each Seller Tidelands, this Agreement constitutes the valid and binding obligation of United, and is enforceable against each Seller in accordance with its terms, subject to except as limited by 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)General Enforceability Exceptions.

Authority; Enforceability. Each Seller of Parent and Merger Sub has all necessary requisite corporate power and authority to execute and deliver this Agreement, each Related Agreement and the Ancillary Agreements to which it is a party, and each instrument required hereby to be executed and delivered by it at the Closing, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, execution and delivery and performance by each Seller of Parent and Merger Sub of this Agreement, each Related Agreement and the Ancillary Agreements to which it is a party party, and each instrument required hereby to be executed and delivered by Parent and Merger Sub at the Closing and the consummation by each Seller performance of the transactions contemplated hereby their respective obligations hereunder and thereby thereunder have been duly and validly authorized by all necessary corporate action on the part Board of Directors of each Seller of Parent and Merger Sub and by Parent as the sole stockholder of Merger Sub. Except for filing of the Certificate of Merger and obtaining the approval and authorization of this Agreement and the transactions contemplated hereby by votes of the holders of a majority of the then outstanding Parent Common Stock, no other corporate proceedings on the part of any Seller Parent or Merger Sub are necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize this Agreement or the Ancillary Agreements to which it is a party or to consummate the transactions contemplated hereby or thereby. Each Seller’s Board consummation of Directors has (i) approved this Agreement and the transactions contemplated hereby, (ii) determined that the terms of this Agreement are fair to and in the best interests of such Seller and its stockholders, and (iii) declared the advisability of this Agreement. This Agreement has been duly executed and delivered by the Sellers, each of Parent and each Ancillary Agreement will be duly executed and delivered by each Seller party thereto, Merger Sub and, assuming due authorization, execution and delivery hereof by the other parties hereto and theretoCompany, constitutes or will constitute a legal, valid and binding agreement obligation of each Seller of Parent and Merger Sub, enforceable against each Seller of Parent and Merger Sub 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).

Authority; Enforceability. Each Seller Buyer has all necessary corporate the power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party, party and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, execution and delivery and performance by each Seller Buyer of this Agreement and the Ancillary Agreements to which it is a party and the consummation by each Seller Buyer of the transactions contemplated hereby hereunder and thereby thereunder have been duly and validly authorized by all necessary corporate action on the part of each Seller Buyer and no other corporate proceedings on the part holders of any Seller are necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize this Agreement or the Ancillary Agreements to which it is a party or to consummate the transactions contemplated hereby or therebyequity interests thereof. Each SellerBuyer’s Board of Directors has governing body has, at a meeting duly called and held or by written consent, (i) approved this Agreement and the transactions contemplated hereby, hereby and (ii) determined that the terms of this Agreement are fair to and in the best interests interest of such Seller Buyer and its stockholders, and (iii) declared the advisability of this Agreementequityholder(s). This Agreement has been duly executed and delivered by the Sellers, and each Ancillary Agreement to which each Buyer is a party has been or will be duly executed and delivered by each Seller party thereto, Buyer and, assuming due authorization, execution and delivery by the other parties hereto and thereto, constitutes or will constitute a legal, valid and binding agreement of each Seller Buyer, enforceable against each Seller of them 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 lawLaw).

Authority; Enforceability. Each (i) Subject to the Required Regulatory Approvals, and the approval of Seller has all necessary corporate shareholders, the execution, delivery and performance of this Agreement and the other transactions contemplated or required in connection herewith will not, with or without the giving of notice or the passage of time, or both: (A) violate any provision of federal or state law applicable to Seller, the violation of which, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect; (B) violate any provision of the articles of incorporation or bylaws of Seller; (C) conflict with or result in a breach of any provision of, or termination of, or constitute a default under any instrument, license, agreement, or commitment to which Seller is a party, which, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect; or (D) constitute a violation of any order, judgment or decree to which Seller is a party, or by which Seller or any of its assets or properties are bound which, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect. (ii) Seller and the Bank each have the full power and authority to execute enter into and deliver perform this Agreement and, as applicable, the Bank Merger Agreement, and the Ancillary Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The Other than the approval of the Seller shareholders and the Bank shareholder, the execution, delivery delivery, performance and performance by each Seller terms of this Agreement and, as applicable, the Bank Merger Agreement, by Seller and the Ancillary Agreements to which it is a party Bank and the consummation by each Seller and the Bank of the transactions contemplated hereby and thereby have been duly and validly authorized approved by Seller and the Bank, including all necessary action by the board of directors of Seller and the Bank. Other than the approval of the Seller shareholders and the Bank shareholder, no other corporate action proceedings are necessary on the part of each Seller and no other corporate proceedings on the part of any Seller are necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation Bank to authorize the execution, delivery, and performance of this Agreement or and, as applicable, the Ancillary Agreements to which it is a party or to consummate Bank Merger Agreement, by Seller and the Bank and the consummation by Seller and the Bank of the transactions contemplated hereby or and thereby. Each Seller’s Board of Directors has (i) approved Assuming this Agreement and constitutes the transactions contemplated hereby, (ii) determined that the terms of this Agreement are fair to and in the best interests of such Seller and its stockholders, and (iii) declared the advisability of this Agreement. This Agreement has been duly executed and delivered by the Sellers, and each Ancillary Agreement will be duly executed and delivered by each Seller party thereto, and, assuming due authorization, execution and delivery by the other parties hereto and thereto, constitutes or will constitute a legal, valid and binding agreement obligation of each Seller Buyer, this Agreement constitutes the valid and binding obligation of Seller, and is enforceable against each Seller in accordance with its terms, subject except as limited by (A) laws relating to the effects of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, fraudulent conveyance, reorganization, moratorium and or other similar Laws laws affecting or relating to the rights of creditors generally or affecting creditors’ rights generally (B) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general equitable principles (of equity, regardless of whether considered in a proceeding in equity or at lawlaw (the “General Enforceability Exceptions”).

Authority; Enforceability. Each Seller has all necessary corporate (a) Sunoco has, and as of the Closing, each of the Contributing Subsidiaries shall have, the requisite corporate, general partnership, limited partnership or limited liability company power and authority authority, as applicable, to execute and deliver this Agreement (solely in the case of Sunoco) and the Ancillary Related Agreements to which it is is, or will be as of the Closing, a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyContemplated Transactions. The execution, execution and delivery and performance by each Seller of Sunoco and the Contributing Subsidiaries of this Agreement (solely in the case of Sunoco) and the Ancillary Related Agreements to which it is is, or will be as of the Closing, a party party, and the consummation of the Contemplated Transactions by Sunoco has been, and by each Seller of the transactions contemplated hereby and thereby have been Contributing Subsidiaries will be, as of the Closing duly and validly authorized by all necessary corporate action each of Sunoco and the Contributing Subsidiaries and no other corporate, general partnership, limited partnership or limited liability company proceedings, as the case may be, on the part of each Seller such of Sunoco and no other corporate proceedings on the part of any Seller are Contributing Subsidiaries will be necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize this Agreement or and the Ancillary Related Agreements to which it is a party or to consummate the transactions contemplated hereby or thereby. Contemplated Transactions as of the Closing. (b) Each Seller’s Board of Directors has (i) approved this Agreement and the transactions contemplated hereby, (ii) determined that the terms of this Agreement are fair to and (in the best interests case of such Seller Sunoco) and its stockholders, and the Related Agreements constitutes (iii) declared the advisability of this Agreement. This Agreement has been duly executed and delivered by the Sellers, and each Ancillary Agreement will be duly executed and delivered by each Seller party thereto, and, assuming due authorization, execution and delivery by the other parties hereto and thereto, constitutes or will constitute a legalconstitute, in the case of the Related Agreements to be delivered at the Closing) the valid and binding agreement of each Seller of Sunoco and the Contributing Subsidiaries, and is (or will be, in the case of the Related Agreements to be delivered at the Closing) enforceable against each Seller of Sunoco and the Contributing Subsidiaries in accordance with its terms, subject to the effects of except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyancetransfer, reorganization, moratorium and other similar Laws relating to or affecting creditors’ rights generally and by general equitable principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Authority; Enforceability. Each Seller The Company has all necessary corporate requisite power and authority to execute and deliver this Agreement and each of the Ancillary Agreements to which it is a party, to perform its obligations hereunder and thereunder and and, upon adoption of this Agreement by the affirmative vote or consent of Stockholders representing a majority of the outstanding Common Shares (the "Requisite Company Vote"), to consummate the transactions contemplated hereby and thereby. The execution, execution and delivery and performance by each Seller the Company of this Agreement and each of the Ancillary Agreements to which it is a party, the performance by the Company of this Agreement and each of the Ancillary Agreements to which it is a party and the consummation by each Seller of the transactions contemplated hereby (including the Merger) and thereby have been duly authorized and validly authorized approved by all necessary corporate action on the part of each Seller the Company, including its board of directors and, upon delivery of the Written Consent promptly following the execution and delivery of this Agreement by the Company pursuant to Section 6.14(a), no other action or corporate proceedings proceeding on the part of any Seller are necessary pursuant to its governing documents the Stockholders or the laws of its jurisdiction of incorporation Company will be necessary to authorize or approve this Agreement or any of the Ancillary Agreements to which it the Company is a party or to consummate the transactions contemplated hereby (including the Merger) or thereby. Each Seller’s Board of Directors has (i) approved this Agreement and the transactions contemplated hereby, (ii) determined that the terms of this Agreement are fair to and in the best interests of such Seller and its stockholders, and (iii) declared the advisability of this Agreement. This Agreement has been duly executed and delivered by the Sellers, Company and each of the Ancillary Agreement Agreements to which it is a party will be duly executed and delivered by the Company. This Agreement constitutes, and each Seller party theretoof the Ancillary Agreements to which the Company is a party, and, assuming due authorization, execution when duly executed and delivery delivered by the other parties hereto and theretoCompany will constitute, constitutes or will constitute a the legal, valid and binding agreement obligation of each Seller the Company enforceable against each Seller the Company in accordance with its their respective terms, subject to the effects of except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other or similar Laws relating to or laws affecting creditors’ ' rights generally and by general equitable principles (whether considered in a proceeding in equity or at law)principles.

Authority; Enforceability. Each Seller Buyer has all necessary corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements Agreement, each other Transaction Document to which it is a party, and each instrument required to be executed and delivered by it prior to or at the Closing, to perform its obligations hereunder and thereunder thereunder, and to consummate the transactions contemplated hereby and thereby. The execution, execution and delivery and performance by each Seller Buyer of this Agreement Agreement, each other Transaction Document, and each instrument required to be executed and delivered by it prior to or at the Ancillary Agreements to which it is a party Closing, the performance of its obligations hereunder and thereunder, and the consummation by each Seller of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of each Seller and Buyer. Other than the Buyer Approvals, no other corporate approval or similar proceedings on the part of any Seller Buyer are necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize this Agreement or the Ancillary Agreements Agreement, any Transaction Document to which it is a party party, or any instrument required to consummate be executed and delivered by it prior to or at the Closing or the consummation of the transactions contemplated hereby or thereby. Each Seller’s Board of Directors has (i) approved this Agreement and the transactions contemplated herebyThis Agreement, (ii) determined that the terms of this Agreement are fair each other Transaction Document to and in the best interests of such Seller and its stockholderswhich it is a party, and (iii) declared the advisability of this Agreement. This Agreement has been duly each instrument required to be executed and delivered by it prior to or at the Sellers, Closing has been duly and each Ancillary Agreement will be duly validly executed and delivered by each Seller party thereto, Buyer and, assuming the due authorization, execution execution, and delivery thereof by the other parties hereto and thereto, constitutes or will constitute a legal, valid valid, and binding agreement obligation of each Seller Buyer, enforceable against each Seller it in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium moratorium, and other similar Laws laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law).

Authority; Enforceability. Each Seller TeleCorp has all necessary corporate ------------------------- power and authority to execute and deliver this Agreement, the Tritel Voting Agreement, the Stockholders Agreement, the Investors Stockholder Agreement and each other agreement or instrument required to be executed and delivered by it at the Ancillary Agreements to which it is Closing (each, including the TeleCorp Voting Agreement, the License Extension Amendment, the Indus Amendments, the Airadigm Assignment and the Indus Assignment, a party"Related Agreement"), and to perform its obligations hereunder and ----------------- thereunder and to consummate the transactions contemplated hereby and thereby. The execution, execution and delivery and performance by each Seller TeleCorp of this Agreement and the Ancillary Agreements each Related Agreement to which it is a party party, the performance of its obligations hereunder and thereunder, and the consummation by each Seller TeleCorp of the transactions contemplated hereby and thereby thereby, have been duly and validly authorized by all necessary corporate action on the part of each Seller and no other corporate proceedings on the part of any Seller TeleCorp are necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize this Agreement or the Ancillary Agreements any Related Agreement to which it is a party or to consummate the transactions contemplated hereby or thereby. Each Seller’s Board so contemplated, other than the approval and authorization of Directors has (i) approved this Agreement and the transactions contemplated herebyFirst Merger by votes of the holders of a majority of the outstanding shares of TeleCorp Capital Stock entitled to vote thereon in accordance with the DGCL, TeleCorp's Certificate of Incorporation and By-laws, and the Special Vote (ii) determined that the terms as defined below). Each of this Agreement are fair and the Related Agreements to and in the best interests of such Seller and its stockholders, and (iii) declared the advisability of this Agreement. This Agreement which TeleCorp is a party has been duly and validly executed and delivered by the Sellers, and each Ancillary Agreement will be duly executed and delivered by each Seller party thereto, TeleCorp and, assuming the due authorization, execution and delivery thereof by the all other parties hereto and theretoto each such agreement, constitutes or will constitute a legal, valid and binding agreement obligation of each Seller enforceable against each Seller TeleCorp 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).

Authority; Enforceability. (a) Each Seller of Parent and Acquisition Sub has all necessary the corporate or other power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a partyAgreement, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyhereby. The execution, delivery and performance by each Seller of Parent and Acquisition Sub of this Agreement and the Ancillary Agreements to which it is a party and the consummation by each Seller of Parent and Acquisition Sub of the transactions contemplated hereby and thereby hereunder have been duly and validly authorized by all necessary corporate action on the part of each Seller of Parent and Acquisition Sub, and no other corporate proceedings on the part of any Seller Parent or Acquisition Sub are necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation DGCL to authorize this Agreement or the Ancillary Agreements to which it is a party or to consummate the transactions contemplated hereby or thereby. Each Seller’s Board of Directors has (other than (i) approved the adoption of this Agreement by Parent as the sole stockholder of Acquisition Sub and the transactions contemplated hereby, (ii) the approval of the issuance of Parent Shares in connection with the consummation of the Merger (the “Share Issuance”) by the holders of a majority of the votes cast by the holders of outstanding Parent Shares present (in person or by proxy) and entitled to vote on such matter at the Parent Stockholder Meeting, where a quorum is present (the “Requisite Parent Stockholder Vote”)). The boards of directors of Parent and Acquisition Sub have determined that the terms of this Agreement are fair to and it is in the best interests of such Seller Parent and its Acquisition Sub and their respective stockholders, and (iii) declared the advisability of it advisable, to enter into this Agreement, and have approved this Agreement in accordance with the DGCL. This Agreement has been duly executed and delivered by the Sellers, each of Parent and each Ancillary Agreement will be duly executed and delivered by each Seller party thereto, Acquisition Sub and, assuming due authorization, execution and delivery by the other parties hereto and theretohereto, constitutes or will constitute a legal, valid and binding agreement of each Seller of Parent and Acquisition Sub, enforceable against each Seller of them 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). (b) Parent has all requisite power and authority to enter into the Separation Agreement and to consummate the transactions contemplated thereby, and such agreement has been duly and validly executed by Parent and, to Parent’s Knowledge (without any inquiry by any officers of Parent), any other party thereto, and constitutes the valid and binding obligation of Parent and, to Parent’s Knowledge (without any inquiry by any officers of Parent), each party thereto, enforceable against such party 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).

Authority; Enforceability. (a) Each Seller Contributor Party has all necessary corporate the requisite limited liability company power and authority to execute and deliver this Agreement and the Ancillary Agreements Transaction Documents to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby thereby and therebyto perform all the terms and conditions thereof to be performed by it. The execution, execution and delivery and performance by each Seller Contributor Party of this Agreement and the Ancillary Agreements each Transaction Document to which it is a party and party, the consummation by each Seller Contributor Party of the transactions contemplated hereby thereby and thereby the performance by each Contributor Party of all of the terms and conditions thereof to be performed by it have been duly and validly authorized by all necessary corporate action on the part of each Seller such Contributor Party, and no other corporate proceedings on the part of any Seller such Contributor Party are necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize this Agreement or the Ancillary Agreements Transaction Documents to which it is a party, to consummate the transactions contemplated by the Transaction Documents to which it is a party or to consummate the transactions contemplated hereby or thereby. Each Seller’s Board perform all of Directors has (i) approved this Agreement and the transactions contemplated hereby, (ii) determined that the terms of this Agreement are fair and conditions thereof to and in the best interests of such Seller and its stockholders, and be performed by it. (iiib) declared the advisability of this Agreement. This Agreement has The Transaction Documents to which each Contributor Party is a party have been duly executed and delivered by the Sellers, and each Ancillary Agreement will be duly executed and delivered by each Seller party theretosuch Contributor Party, and, assuming the due authorization, execution and delivery by the other parties hereto and thereto, each Transaction Document to which such Contributor Party is a party constitutes or will constitute a legal, the valid and binding agreement of each Seller such Contributor Party, enforceable against each Seller it in accordance with its terms, subject to the effects of except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyancetransfer, reorganization, moratorium and other similar Laws relating to or affecting creditors’ rights generally and subject, as to enforceability, to legal principles of general applicability governing the availability of equitable remedies, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether such enforceability is considered in a proceeding in equity or at law) (collectively, “Creditors’ Rights”).

Authority; Enforceability. Each Seller (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a partyAgreement, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyhereby. The execution, delivery and performance by each Seller the Company of this Agreement and the Ancillary Agreements to which it is a party and the consummation by each Seller the Company of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of each Seller the Company and no other corporate proceedings on the part of any Seller the Company are necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation DGCL to authorize this Agreement or the Ancillary Agreements to which it is a party or to consummate the transactions contemplated hereby or thereby(other than, with respect to the Diamond Merger, the adoption of this Agreement and the Charter Amendment by the holders of a majority of the outstanding Company Shares) (the “Requisite Company Stockholder Vote”)). Each Seller’s The Company Board of Directors has (i) approved this Agreement and the transactions contemplated hereby, (ii) determined that the terms of this Agreement are fair to and in the best interests of such Seller the Company and its stockholders, and (iii) declared the advisability of this Agreement. This Agreement has been duly executed and delivered by the Sellers, and each Ancillary Agreement will be duly executed and delivered by each Seller party thereto, Company and, assuming due authorization, execution and delivery by the other parties hereto and theretohereto, constitutes or will constitute a legal, valid and binding agreement of each Seller the Company enforceable against each Seller 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). (b) Attached as Exhibit G hereto is a true and correct copy of the Standalone Drug Sale Agreement. The Company has all requisite power and authority to enter into the Standalone Drug Sale Agreement and consummate the Standalone Drug Sale, and such agreement has been duly and validly executed by the Company and, to the Company’s Knowledge (without any inquiry by any officers of the Company), any other party thereto, and constitutes the valid and binding obligation of the Company and, to the Company’s Knowledge (without any inquiry by any officers of the Company), each party thereto, enforceable against such party 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). (c) Attached as Exhibit F hereto is a true and correct copy of the Separation Agreement. The Company has all requisite power and authority to enter into the Separation Agreement and consummate the transactions contemplated thereby, and such agreement has been duly and validly executed by the Company and, to the Company’s Knowledge (without any inquiry by any officers of the Company), any other party thereto, and constitutes the valid and binding obligation of the Company and, to the Company’s Knowledge (without any inquiry by any officers of the Company), each party thereto, enforceable against such party 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). (d) Each of New Diamond and New Diamond Merger Sub 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 by New Diamond and New Diamond Merger Sub of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of New Diamond and New Diamond Merger Sub, and no other corporate proceedings on the part of New Diamond or New Diamond Merger Sub are necessary pursuant to their governing documents or the DGCL to authorize this Agreement or to consummate the transactions contemplated hereby (other than, with respect to the Diamond Merger, the adoption of this Agreement by New Diamond as the sole stockholder of New Diamond Merger Sub and, with respect to the Emerald Merger, the adoption of this Agreement by the Company as the sole stockholder of New Diamond). The Company has caused the directors of each of New Diamond and New Diamond Merger Sub to approve and declare advisable, and such directors have approved and declared advisable, this Agreement and the transactions contemplated hereby. This Agreement has been duly executed and delivered by New Diamond and New Diamond Merger Sub and, assuming due authorization, execution and delivery by the other parties hereto, constitutes a legal, valid and binding agreement of each of New Diamond and New Diamond Merger Sub enforceable against New Diamond and New Diamond Merger Sub 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).

Authority; Enforceability. Each Seller (a) Crosstex has all necessary the requisite corporate power and authority to execute and deliver this Agreement and the Ancillary other Transaction Agreements to which it is a party and, subject to receipt of the Crosstex Stockholder Approval, to consummate the transactions contemplated by this Agreement and the other Transaction Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, execution and delivery and performance by each Seller Crosstex of this Agreement and the Ancillary other Transaction Agreements to which it is a party and the consummation by each Seller Crosstex of the transactions contemplated hereby by this Agreement and thereby the other Transaction Agreements to which it is a party have been duly and validly authorized by all necessary corporate action on Crosstex, and, subject to the part accuracy of each Seller and the representations in Section 4.20, except for the Crosstex Stockholder Approval, no other corporate proceedings on the part of any Seller are Crosstex is necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize this Agreement or and the Ancillary other Transaction Agreements to which it is a party or to consummate the transactions contemplated hereby or therebyby this Agreement and the other Transaction Agreements to which it is a party. Each Seller’s The Crosstex Board of Directors has unanimously (i) approved this Agreement and the transactions contemplated hereby, (ii) determined that the terms of this Agreement and the transactions contemplated hereby are advisable, fair to and in the best interests of such Seller Crosstex and its stockholders, stockholders and (iii) declared resolved to recommend that the advisability holders of Crosstex Common Stock vote to adopt this Agreement. . (b) This Agreement has been and the other Transaction Agreements to which Crosstex is a party have been, or, in the case of the Transaction Agreements to be delivered after the Execution Date, will be, duly executed and delivered by the Sellers, and each Ancillary Agreement will be duly executed and delivered by each Seller party theretoCrosstex, and, assuming the due authorization, execution and delivery by the Devon Parties, this Agreement and the other parties hereto and thereto, constitutes or will Transaction Agreements to which Crosstex is a party constitute a legal, the valid and binding agreement of each Seller Crosstex, enforceable against each Seller Crosstex in accordance with its terms, subject to the effects of except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyancetransfer, reorganization, moratorium and other similar Laws relating to or affecting creditors’ rights generally and subject, as to enforceability, to legal principles of general applicability governing the availability of equitable remedies, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether such enforceability is considered in a proceeding in equity or at law) (collectively, “Creditors’ Rights”).

Authority; Enforceability. Each Seller (a) The Company has all necessary the requisite corporate power and authority to execute and deliver enter into this Agreement and and, subject to receipt of the Ancillary Agreements to which it is a partyCompany Stockholder Approval, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyhereby. The Company Board at a duly held meeting and acting upon the recommendation of the Special Committee has unanimously (i) determined that it is in the best interests of the Company and its stockholders, and declared it advisable, to enter into this Agreement, (ii) approved the execution, delivery and performance by each Seller of this Agreement and the Ancillary Agreements to which it is a party consummation of the Merger and the consummation by each Seller other transactions contemplated hereby, and (iii) resolved to recommend that the stockholders of the Company adopt this Agreement (the “Company Recommendation”), which Company Recommendation has not been withdrawn, rescinded or modified in any way as of the date hereof, and directed that such matter be submitted for consideration of the stockholders of the Company at the Company Stockholder Meeting. (b) The affirmative vote of the holders of a majority of the outstanding shares of Company Voting Stock in favor of the adoption of this Agreement (the “Company Stockholder Approval”) is the only vote of holders of securities of the Company that is required to approve this Agreement and consummate the transactions contemplated hereby hereby, including the Merger. (c) Except for the Company Stockholder Approval and thereby have been duly and validly authorized by all necessary corporate action on the part filing of each Seller and the Certificate of Merger with the Secretary of State of the State of Delaware, no other corporate proceedings on the part of any Seller the Company are necessary pursuant to its governing documents or authorize the laws execution and delivery of this Agreement, the performance by the Company of its jurisdiction covenants and obligations hereunder and the consummation of incorporation to authorize this Agreement or the Ancillary Agreements to which it is a party or to consummate the transactions contemplated hereby or thereby. Each Seller’s Board of Directors has (i) approved this Agreement and the transactions contemplated hereby, . (iid) determined that the terms of this Agreement are fair to and in the best interests of such Seller and its stockholders, and (iii) declared the advisability of this Agreement. This Agreement has been duly and validly executed and delivered by the Sellers, and each Ancillary Agreement will be duly executed and delivered by each Seller party thereto, Company and, assuming due authorization, execution and delivery by this Agreement constitutes the other parties hereto and thereto, constitutes or will constitute a legal, valid and binding agreement of each Seller Parent and Merger Sub, constitutes the valid and binding agreement of the Company, enforceable against each Seller the Company in accordance with its terms, except that (i) such enforcement may be subject to the effects of applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and or other similar Laws Laws, now or hereafter in effect, relating to or affecting creditors’ rights generally and general (ii) equitable principles 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 (whether considered in a proceeding in equity or at lawcollectively, the “Enforceability Exceptions”).

Authority; Enforceability. Each Seller (a) The Contributor has all necessary the requisite corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements Transaction Documents to which it is is, or will be, a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, execution and delivery and performance by each Seller the Contributor of this Agreement and the Ancillary Agreements Transaction Documents to which it is the Contributor is, or will be, a party party, and the consummation by each Seller the Contributor of the transactions contemplated hereby and thereby thereby, have been duly and validly authorized by all necessary corporate action on the part of each Seller Contributor, and no other corporate proceedings on the part of any Seller the Contributor are necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize this Agreement or the Ancillary Agreements Transaction Documents to which it is is, or will be, a party or to consummate the transactions contemplated hereby by the Transaction Documents to which it is, or thereby. Each Seller’s Board of Directors has will be, a party. (ib) approved this Agreement The Transaction Documents to which the Contributor is, or will be, a party have been (or will be, when executed and delivered at the transactions contemplated hereby, (iiClosing) determined that the terms of this Agreement are fair to and in the best interests of such Seller and its stockholders, and (iii) declared the advisability of this Agreement. This Agreement has been duly executed and delivered by the Sellers, and each Ancillary Agreement will be duly executed and delivered by each Seller party theretoContributor, and, assuming the due authorization, execution and delivery by the other parties hereto and thereto, constitutes each Transaction Document to which the Contributor is, or will constitute be, a legalparty constitutes (or will constitute, when executed and delivered at the Closing) the valid and legally binding agreement of each Seller the Contributor, enforceable against each Seller the Contributor in accordance with its terms, subject to the effects of except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyancetransfer, reorganization, moratorium and other similar Laws relating to or affecting creditors’ rights generally and subject, as to enforceability, to legal principles of general applicability governing the availability of equitable remedies, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether such enforceability is considered in a proceeding Proceeding in equity or at law) (collectively, “Creditors’ Rights”).

Authority; Enforceability. Each Seller has all necessary corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. (a) The execution, delivery and performance by each the Seller of each the Transaction Documents have been duly authorized by all necessary limited liability company action. The Seller has all requisite power and authority to sell and deliver the Purchased Shares, in accordance with and upon the terms and conditions set forth in this Agreement Agreement. On or prior to the Closing Date, all action required to be taken by the Seller for the sale and delivery of the Ancillary Agreements to which it is a party Purchased Shares, the execution and delivery of the Transaction Documents and the consummation by each Seller of the transactions contemplated hereby and thereby shall have been duly and validly authorized by all necessary corporate action on taken. (b) Each of the part of each Seller and no other corporate proceedings on the part of any Seller are necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize this Agreement or the Ancillary Agreements to which it is a party or to consummate the transactions contemplated hereby or thereby. Each Seller’s Board of Directors has (i) approved this Agreement and the transactions contemplated hereby, (ii) determined that the terms of this Agreement are fair to and in the best interests of such Seller and its stockholders, and (iii) declared the advisability of this Agreement. This Agreement Transaction Documents has been or, when delivered hereunder, will have been, duly executed and delivered by the SellersSeller. Each of the Transaction Documents constitutes, and each Ancillary Agreement will be duly executed and delivered by each Seller party thereto, and, assuming due authorization, execution and delivery by the other parties hereto and thereto, constitutes or will constitute constitute, a legal, valid and binding agreement obligation of each Seller the Seller, enforceable against each Seller in accordance with its terms; provided that, subject with respect to each such agreement, the effects of enforceability thereof may be limited by applicable bankruptcy, insolvency, fraudulent conveyancetransfer, reorganization, moratorium and other or similar Laws relating from time to or time in effect affecting the enforcement of creditors’ rights and remedies generally and by general equitable principles of equity (regardless of whether such principles are considered in a proceeding in equity or at law). (c) Subject to the accuracy of the representations and warranties of each Purchaser set forth in ARTICLE V hereof, the Seller has taken all action necessary to exempt from the registration requirements of the Securities Act the sale of the Purchased Shares. (d) As of the date of this Agreement, the Business Combination Agreement and the Debt Commitment Letter are in full force and effect and constitute the legal, valid and binding obligation of the Seller, as applicable, enforceable in accordance with its terms; provided that, with respect to each such agreement, the enforceability thereof may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar Laws from time to time in effect affecting the enforcement of creditors’ rights and remedies generally and by general principles of equity (regardless of whether such principles are considered in a proceeding in equity or at law).

Authority; Enforceability. Each Seller has all necessary corporate power and authority (i) Subject to execute and deliver this Agreement the required regulatory approvals as stated in Section 3.6(a), and the Ancillary Agreements to which it is a partyapproval of the Seller shareholders, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by each Seller of this Agreement and the Ancillary Agreements other transactions contemplated or required in connection herewith will not, with or without the giving of notice or the passage of time, or both: (A) violate any provision of federal or state law applicable to Buyer, the violation of which could be reasonably expected to have an adverse effect on the business, operations, properties, assets, financial condition or prospects of Buyer; (B) violate any provision of the articles of incorporation or bylaws of Buyer; (C) conflict with or result in a breach of any provision of, or termination of, or constitute a default under any instrument, license, agreement, or commitment to which it Buyer is a party and party, which, individually or in the consummation by each Seller of the transactions contemplated hereby and thereby aggregate, would reasonably be expected to have been duly and validly authorized by all necessary corporate action an adverse effect on the part business, operations, properties, assets, financial condition or prospects of each Seller and no other corporate proceedings on the part Buyer; or (D) constitute a violation of any Seller are necessary pursuant order, judgment or decree to its governing documents which Buyer is a party, or the laws by which Buyer or any of its jurisdiction of incorporation assets or properties are bound which, individually or in the aggregate, would reasonably be expected to authorize this Agreement or the Ancillary Agreements have a Material Adverse Effect. (ii) Buyer has full power and authority to which it is a party or to consummate the transactions contemplated hereby or thereby. Each Seller’s Board of Directors has (i) approved enter into and perform this Agreement and the transactions contemplated hereby. The execution, (ii) determined that the delivery, performance and terms of this Agreement by Buyer and the consummation by Buyer of the transactions contemplated hereby have been duly and validly approved by Buyer, including all necessary action by the board of directors of Buyer. No other corporate proceedings are fair necessary on the part of Buyer to and in authorize the best interests of such Seller and its stockholdersexecution, delivery, and (iii) declared the advisability performance of this AgreementAgreement by Buyer and the consummation by Buyer of the transactions contemplated hereby. This Assuming this Agreement has been duly executed and delivered by constitutes the Sellers, and each Ancillary Agreement will be duly executed and delivered by each Seller party thereto, and, assuming due authorization, execution and delivery by the other parties hereto and thereto, constitutes or will constitute a legal, valid and binding agreement obligation of each Seller Seller, this Agreement constitutes the valid and binding obligation of Buyer, and is enforceable against each Seller in accordance with its terms, subject to except as limited by 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)General Enforceability Exceptions.

Authority; Enforceability. Each Seller Selling Party has all necessary corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by each Seller Selling Party of this Agreement and the Ancillary Agreements to which it is a party and the consummation by each Seller Selling Party of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of each Seller Selling Party and no other corporate proceedings on the part of any Seller Selling Party are necessary pursuant to its governing documents or the laws Laws of its jurisdiction of incorporation to authorize this Agreement or the Ancillary Agreements to which it is a party or to consummate the transactions contemplated hereby or thereby. Each SellerSelling Party’s Board of Directors has has, at a meeting duly called and held or by written consent, (i) approved this Agreement and the transactions contemplated hereby, hereby and (ii) determined that the terms of this Agreement are fair to and in the best interests of such Seller Selling Party and its stockholders, . No approval of the stockholders of BioScrip is required in connection with the execution and (iii) declared the advisability delivery of this AgreementAgreement or any Ancillary Agreement or the consummation of the transactions contemplated hereby or thereby. This Agreement has been duly executed and delivered by the SellersSelling Parties, and each Ancillary Agreement will be duly executed and delivered by each Seller Selling Party that is a party thereto, and, assuming due authorization, execution and delivery by the other parties hereto and thereto, constitutes or will constitute a legal, valid and binding agreement of each Seller Selling Party enforceable against each Seller Selling Party 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 lawLaw).

Authority; Enforceability. Each Seller (a) With respect to any Contributor that is an entity, such Contributor has all necessary corporate requisite organizational power and authority to execute and deliver this Agreement and the Ancillary Agreements other Transaction Documents to which it is or will be a party, and to perform its obligations hereunder consummate the transactions contemplated hereby and thereunder thereby. With respect to any Contributor that is an individual, such individual has full capacity to execute and deliver this Agreement and the other Transaction Documents to which it is or will be a party, and to consummate the transactions contemplated hereby and thereby. The execution, execution and delivery and performance by each Seller such Contributor of this Agreement and the Ancillary Agreements other Transaction Documents to which it such Contributor is or will be a party party, and the consummation by each Seller such Contributor of the transactions contemplated hereby and thereby thereby, have been duly and validly authorized by all necessary corporate action on the part of each Seller such Contributor, and no other corporate proceedings on the part of any Seller such Contributor are necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize this Agreement or and the Ancillary Agreements other Transaction Documents to which it is or will be a party or to consummate the transactions contemplated by hereby or and thereby. Each Seller’s Board of Directors has . (ib) approved this This Agreement and the transactions contemplated hereby, (ii) determined that the terms of this Agreement are fair other Transaction Documents to and in the best interests of which such Seller and its stockholders, and (iii) declared the advisability of this Agreement. This Agreement has Contributor is or will be a party have been duly executed and delivered by the Sellers, and each Ancillary Agreement will be duly executed and delivered by each Seller party theretosuch Contributor, and, assuming the due authorization, execution and delivery by the other parties hereto and thereto, constitutes this Agreement and each Transaction Document to which such Contributor is or will constitute be a legal, party constitutes the valid and binding agreement of each Seller such Contributor, enforceable against each Seller such Contributor in accordance with its terms, subject to the effects of except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyancetransfer, reorganization, moratorium and other similar Laws relating to or affecting creditors’ rights generally and subject, as to enforceability, to legal principles of general applicability governing the availability of equitable remedies, including principles of good faith and fair dealing (regardless of whether such enforceability is considered in a proceeding in equity or at law) (collectively, “Creditors’ Rights”).

Authority; Enforceability. Each Seller (a) The Company has all necessary corporate power and authority to execute and deliver enter into this Agreement and the Ancillary Agreements to which it is a party, to perform carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by each Seller of this Agreement and the Ancillary Agreements to which it is a party and the consummation by each Seller of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of each Seller and no other corporate proceedings on the part of any Seller are necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize this Agreement or the Ancillary Agreements to which it is a party or to consummate the transactions contemplated hereby or thereby. Each Seller’s Board of Directors has (i) approved this Agreement and the transactions contemplated hereby, (ii) determined that the terms of this Agreement are fair to and in the best interests of such Seller and its stockholders, and (iii) declared the advisability of this Agreement. This Agreement has been duly authorized, executed and delivered by the SellersCompany, and each Ancillary Agreement will be duly executed and delivered by each Seller party thereto, and, (assuming due authorization, execution and delivery by the other parties hereto and thereto, Purchaser) constitutes or will constitute a legal, valid and binding agreement obligation of each Seller the Company, enforceable against each Seller the Company in accordance with its terms, subject to the effects effect, if any, of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating laws affecting the rights of creditors generally, and the effect, if any, of general principles of equity. (b) The Shareholders have the full right, power and capacity to execute, deliver and perform this Agreement and each other certificate, agreement, document and instrument to be delivered by the Shareholders in connection with the transactions contemplated by this Agreement (collectively, the "Shareholder Ancillary Documents") and to consummate the transactions ------------------------------- contemplated hereby and thereby. This Agreement and the Shareholder Ancillary Documents have been duly and validly executed and delivered by the Shareholders or, in the case of any Shareholder Ancillary Documents to be executed and delivered hereafter, such Shareholder Ancillary Documents will have been duly and validly executed and delivered as of the Closing. This Agreement and the Shareholder Ancillary Documents each constitute, or affecting creditors’ rights generally in the case of any Shareholder Ancillary Documents to be executed hereafter, such Shareholder Ancillary Documents will constitute the Shareholders' legal, valid and general equitable principles binding obligations, enforceable against the Shareholders in accordance with their terms. The execution, delivery and performance by the Shareholders of this Agreement and the Shareholder Ancillary Documents and consummation of the transactions contemplated hereby and thereby will not, with or without the giving of notice or the passing of time, or both, (whether considered i) violate any provision of law, statute, rule or regulation to which the Shareholders are subject, (ii) violate any order, judgment or decree applicable to the Shareholders, or (iii) violate, conflict with or result in a proceeding in equity breach or at law)a default under, or cause the termination of, any term or condition of any court order, trust document, will, agreement, document or other instrument to which any Shareholder is a party or by which any Shareholder or such Shareholder's properties are bound. (c) The Company is not a guarantor or otherwise liable for the debts or obligations of any other person.

Authority; Enforceability. Each Seller has all necessary corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. (a) The execution, delivery and performance by the Company of each Seller of this Agreement and the Ancillary Agreements to which it is a party and the consummation by each Seller of the transactions contemplated hereby and thereby Transaction Documents have been duly and validly authorized by all necessary corporate action. The Company has all requisite power and authority to issue the Purchased Shares. On or prior to the Closing Date, all action on required to be taken by the part Company for the authorization and issuance of each Seller the Purchased Shares, the execution and no other corporate proceedings on delivery of the part Transaction Documents and the consummation of any Seller are necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize this Agreement or the Ancillary Agreements to which it is a party or to consummate the transactions contemplated hereby thereby shall have been validly taken. No approval from the holders of outstanding Common Shares is required under the Organizational Documents of the Company or thereby. the rules of the NYSE in connection with the Company’s issuance of the Purchased Shares to the Purchasers. (b) Each Seller’s Board of Directors has (i) approved this Agreement and the transactions contemplated hereby, (ii) determined that the terms of this Agreement are fair to and in the best interests of such Seller and its stockholders, and (iii) declared the advisability of this Agreement. This Agreement Transaction Documents has been or, when delivered hereunder, will have been, duly executed and delivered by the SellersCompany. Each of the Transaction Documents constitutes, and each Ancillary Agreement will be duly executed and delivered by each Seller party thereto, and, assuming due authorization, execution and delivery by the other parties hereto and thereto, constitutes or will constitute constitute, a legal, valid and binding agreement obligation of each Seller the Company, enforceable against each Seller in accordance with its terms; provided that, subject with respect to each such agreement, the effects of enforceability thereof may be limited by applicable bankruptcy, insolvency, fraudulent conveyancetransfer, reorganization, moratorium and other or similar Laws relating from time to or time in effect affecting the enforcement of creditors’ rights and remedies generally and by general equitable principles of equity (regardless of whether such principles are considered in a proceeding in equity or at law). (c) The Company has taken, or prior to Closing will take, all action reasonably necessary to exempt the Purchasers from the provisions of any stockholder rights plan or other “poison pill” arrangement, any anti-takeover, business combination or control share law or statute binding on the Company or to which the Company or any of its assets and properties may be subject and any provision of the Company’s Organizational Documents that is or would reasonably be expected to become applicable to the Purchasers as a result of the transactions contemplated hereby, including without limitation, the issuance of the Purchased Shares and the ownership, disposition or voting of the Purchased Shares by the Purchasers or the exercise of any right granted to the Purchasers pursuant to this Agreement or the other Transaction Documents. (d) As of the date of this Agreement, the Business Combination Agreement and the Debt Commitment Letter are in full force and effect and constitute the legal, valid and binding obligation of the Company and its Subsidiaries, as applicable, enforceable in accordance with its terms; provided that, with respect to each such agreement, the enforceability thereof may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar Laws from time to time in effect affecting the enforcement of creditors’ rights and remedies generally and by general principles of equity (regardless of whether such principles are considered in a proceeding in equity or at law).

Authority; Enforceability. Each Seller has all necessary corporate power The execution and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by each Seller of this Agreement and the Ancillary Agreements other documents and instruments to which it is a party be executed and delivered by Sellers and Shareholders (including the Other Transaction Documents) and the consummation by each Seller of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action Sellers and Shareholders. No other or further act or proceeding on the part of each Seller and no other corporate proceedings on the part of any Seller are Sellers or Shareholders is necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize this Agreement or the Ancillary Agreements other documents and instruments to which it is a party be executed and delivered by Sellers or to consummate Shareholders pursuant hereto (including the Other Transaction Documents) or the consummation of the transactions contemplated hereby or and thereby. Each Seller’s Board Sellers and Shareholders have delivered to Purchaser correct and complete copies of Directors has (i) approved all consents, resolutions and other documents necessary to duly authorize the execution and delivery of this Agreement and the transactions contemplated hereby, (ii) determined that the terms of this Agreement are fair other documents and instruments to and in the best interests of such Seller and its stockholders, and (iii) declared the advisability of this Agreement. This Agreement has been duly be executed and delivered by Sellers and Shareholders pursuant hereto and the Sellersconsummation of the transactions contemplated hereby and thereby. This Agreement constitutes, and each Ancillary Agreement will when executed and delivered, the other documents and instruments to be duly executed and delivered by each Seller party thereto, and, assuming due authorization, execution Sellers and delivery by Shareholders (including the other parties hereto and thereto, constitutes or Other Transaction Documents) will constitute a legalconstitute, valid and binding agreement agreements of each Seller Sellers and Shareholders, enforceable against each Seller in accordance with its their respective terms, subject to the effects of applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or laws affecting creditors’ rights generally and remedies generally, and subject, as to enforceability, to general equitable principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether considered enforcement is sought in a proceeding at law or in equity or at lawequity).

Authority; Enforceability. Each Seller of Pubco, the Company and Company Merger Sub’s board of directors has all necessary declared the Merger, this Agreement and the Transactions contemplated herein advisable. Each of Pubco, the Company and Company Merger Sub has the requisite corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party, to perform its obligations hereunder and thereunder each other Transaction Document and to consummate the transactions contemplated hereby and therebyTransactions, other than the Requisite Stockholder Approval. The execution, execution and delivery and performance by each Seller of this Agreement and Agreement, the Ancillary Agreements other Transaction Documents to which it Pubco, the Company and Company Merger Sub is a party and the consummation by each Seller of the transactions contemplated hereby and thereby Transactions have been duly and validly authorized by all necessary corporate action on the part of each Seller and no such Party, other corporate proceedings on than the part of any Seller are necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize this Agreement or the Ancillary Agreements to which it is a party or to consummate the transactions contemplated hereby or thereby. Each Seller’s Board of Directors has (i) approved this Agreement and the transactions contemplated hereby, (ii) determined that the terms of this Agreement are fair to and in the best interests of such Seller and its stockholders, and (iii) declared the advisability of this AgreementRequisite Stockholder Approval. This Agreement has been been, and the other Transaction Documents to which Pubco, the Company and Company Merger Sub is a party will be, duly executed and delivered by Pubco, the SellersCompany and Company Merger Sub, and each Ancillary Agreement will be duly executed and delivered by each Seller party theretoas applicable, and, assuming due authorization, execution and delivery hereof by the other parties hereto and theretoSPAC, constitutes or will constitute a legal, valid and binding agreement obligations of each Seller Pubco, the Company and Company Merger Sub, as applicable, enforceable against each Seller it in accordance with its their terms, subject to the effects effect of any applicable bankruptcy, reorganization, insolvency, fraudulent conveyance, reorganization, moratorium and other or similar Laws relating to or Law affecting creditors’ rights generally and and, as to enforceability, subject to the effect of general equitable principles of equity (regardless of whether such enforceability is considered in a proceeding Proceeding in equity or at lawLaw). The (i) (A) affirmative vote of holders of two-thirds of the Company Common Stock (the “Requisite Company Vote”) having voting power present in person or represented by proxy at a meeting of the Company’s shareholders at which a quorum is present, or (B) written consent of all shareholders of the Company, and (ii) (A) affirmative votes of no less than two-thirds of the votes cast by the Pubco Shareholders, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting of the Pubco Shareholders at which a quorum is present, or (B) written consent by all of the Pubco Shareholders entitled to vote at a general meeting of Pubco, are the only vote or consent of the holders of any class or series of capital stock or other securities of the Company and Pubco necessary to adopt this Agreement and approve the Transactions (collectively, the “Requisite Stockholder Approval”).

Authority; Enforceability. Each Seller has all necessary corporate power and authority (i) Subject to execute and deliver this Agreement the Required Regulatory Approvals as stated in Section 3.6(a), and the Ancillary Agreements to which it is a partyapproval of the Seller shareholders, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by each Seller of this Agreement and the Ancillary Agreements other transactions contemplated or required in connection herewith will not, with or without the giving of notice or the passage of time, or both: (A) violate any provision of federal or state law applicable to Buyer, the violation of which could be reasonably expected to have an adverse effect on the business, operations, properties, assets, financial condition or prospects of Buyer; (B) violate any provision of the articles of incorporation or bylaws of Buyer; (C) conflict with or result in a breach of any provision of, or termination of, or constitute a default under any instrument, license, agreement, or commitment to which it Buyer is a party and party, which, individually or in the consummation by each Seller of the transactions contemplated hereby and thereby aggregate, would reasonably be expected to have been duly and validly authorized by all necessary corporate action an adverse effect on the part business, operations, properties, assets, financial condition or prospects of each Seller and no other corporate proceedings on the part Buyer; or (D) constitute a violation of any Seller are necessary pursuant order, judgment or decree to its governing documents which Buyer is a party, or the laws by which Buyer or any of its jurisdiction of incorporation assets or properties are bound which, individually or in the aggregate, would reasonably be expected to authorize this Agreement or the Ancillary Agreements have a Material Adverse Effect. (ii) Buyer has full power and authority to which it is a party or to consummate the transactions contemplated hereby or thereby. Each Seller’s Board of Directors has (i) approved enter into and perform this Agreement and the transactions contemplated hereby. The execution, (ii) determined that the delivery, performance and terms of this Agreement by Buyer and the consummation by Buyer of the transactions contemplated hereby have been duly and validly approved by Buyer, including all necessary action by the board of directors of Buyer. No other corporate proceedings are fair necessary on the part of Buyer to and in authorize the best interests of such Seller and its stockholdersexecution, delivery, and (iii) declared the advisability performance of this AgreementAgreement by Buyer and the consummation by Buyer of the transactions contemplated hereby. This Assuming this Agreement has been duly executed and delivered by constitutes the Sellers, and each Ancillary Agreement will be duly executed and delivered by each Seller party thereto, and, assuming due authorization, execution and delivery by the other parties hereto and thereto, constitutes or will constitute a legal, valid and binding agreement obligation of each Seller Seller, this Agreement constitutes the valid and binding obligation of Buyer, and is enforceable against each Seller in accordance with its terms, subject to except as limited by 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)General Enforceability Exceptions.

Authority; Enforceability. Each Seller Parent Party has all necessary corporate requisite power and authority to execute and deliver this Agreement and each of the Ancillary Agreements to which it is a party, to perform its obligations hereunder and thereunder and and, subject to obtaining the EWS Shareholder Approval, to consummate the transactions contemplated hereby and thereby (including the Investor Financing and the issuance of securities contemplated thereby). The execution, execution and delivery and performance by each Seller Parent Party of this Agreement and each of the Ancillary Agreements to which it is a party party, and the consummation performance by each Seller Parent Party of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of each Seller and no other corporate proceedings on the part of any Seller are necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize this Agreement or and each of the Ancillary Agreements to which it is a party party, and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate action by each Parent Party, and no other corporate proceeding on the part of any Parent Party is necessary to authorize this Agreement and each of the Ancillary Agreements to which it is a party, or to consummate the transactions contemplated hereby or thereby. Each Seller’s Board of Directors has (i) approved this Agreement and thereby except for the transactions contemplated hereby, (ii) determined that the terms of this Agreement are fair to and in the best interests of such Seller and its stockholders, and (iii) declared the advisability of this AgreementEWS Shareholder Approval. This Agreement has been duly executed and delivered by the Sellers, each Parent Party and each of the Ancillary Agreement Agreements to which it is a party will be duly executed and delivered by such Parent Party. This Agreement constitutes, and each Seller of the Ancillary Agreements to which any Parent Party is a party theretowhen duly executed and delivered by such Parent Party will constitute, and, assuming due authorization, execution and delivery by the other parties hereto and thereto, constitutes or will constitute a legal, valid and binding agreement obligation of each Seller the applicable Parent Party, enforceable against each Seller the applicable Parent Party in accordance with its terms, subject to the effects of except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other or similar Laws relating to or laws affecting creditors’ ' rights generally and by general equitable principles (whether considered in a proceeding in equity or at law)principles.

Authority; Enforceability. Each (i) Except as set forth in Section 3.2(b)(i) of the Disclosure Memorandum and subject to the Required Regulatory Approvals, and the approval of Seller has all necessary corporate shareholders, the execution, delivery and performance of this Agreement and the other transactions contemplated or required in connection herewith will not, with or without the giving of notice or the passage of time, or both: (A) violate any provision of federal or state law applicable to Seller, the violation of which, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect; (B) violate any provision of the articles of incorporation or bylaws of Seller; (C) conflict with or result in a breach of any provision of, or termination of, or constitute a default under any instrument, license, agreement, or commitment to which Seller is a party, which, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect; or (D) constitute a violation of any order, judgment or decree to which Seller is a party, or by which Seller or any of its assets or properties are bound which, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect. (ii) Seller and the Bank each have the full power and authority to execute enter into and deliver perform this Agreement and, as applicable, the Bank Merger Agreement, and the Ancillary Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The Other than the approval of the Seller shareholders and the Bank shareholder, the execution, delivery delivery, performance and performance by each Seller terms of this Agreement and, as applicable, the Bank Merger Agreement, by Seller and the Ancillary Agreements to which it is a party Bank and the consummation by each Seller and the Bank of the transactions contemplated hereby and thereby have been duly and validly authorized approved by Seller and the Bank, including all necessary action by the board of directors of Seller and the Bank. Other than the approval of the Seller shareholders and the Bank shareholder, no other corporate action proceedings are necessary on the part of each Seller and no other corporate proceedings on the part of any Seller are necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation Bank to authorize the execution, delivery, and performance of this Agreement or and, as applicable, the Ancillary Agreements to which it is a party or to consummate Bank Merger Agreement, by Seller and the Bank and the consummation by Seller and the Bank of the transactions contemplated hereby or and thereby. Each Seller’s Board of Directors has (i) approved Assuming this Agreement and constitutes the transactions contemplated hereby, (ii) determined that the terms of this Agreement are fair to and in the best interests of such Seller and its stockholders, and (iii) declared the advisability of this Agreement. This Agreement has been duly executed and delivered by the Sellers, and each Ancillary Agreement will be duly executed and delivered by each Seller party thereto, and, assuming due authorization, execution and delivery by the other parties hereto and thereto, constitutes or will constitute a legal, valid and binding agreement obligation of each Seller Buyer, this Agreement constitutes the valid and binding obligation of Seller, and is enforceable against each Seller in accordance with its terms, subject except as limited by (A) laws relating to the effects of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, fraudulent conveyance, reorganization, moratorium and or other similar Laws laws affecting or relating to the rights of creditors generally or affecting creditors’ rights generally (B) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general equitable principles (of equity, regardless of whether considered in a proceeding in equity or at lawlaw (the “General Enforceability Exceptions”).

Authority; Enforceability. Each Seller The Company has all necessary corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a partyAgreement, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyhereby. The execution, delivery and performance by each Seller the Company of this Agreement and the Ancillary Agreements to which it is a party and the consummation by each Seller the Company of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of each Seller the Company and no other corporate proceedings on the part of any Seller the Company are necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize this Agreement or the Ancillary Agreements to which it is a party or to consummate the transactions contemplated hereby or thereby(other than the approval of the transactions contemplated by this Agreement pursuant to an affirmative vote of holders of at least two-thirds (2/3) of the outstanding Shares of each of the No Par Common Stock and the Class B Common Stock, voting as separate classes, entitled to vote to approve this Agreement and the Cash Merger (the “Requisite Shareholder Vote”)). Each Seller’s The Board of Directors has Directors, at a meeting duly called and held, duly adopted resolutions (i) approved approving the termination of the Sedora Merger Agreement, (ii) approving and adopting this Agreement and the transactions contemplated hereby, (iiiii) determined determining that the termination of the Sedora Merger Agreement and the terms of this Agreement are fair to and in the best interests of such Seller and its stockholdersthe Company’s shareholders, and (iiiiv) declared declaring the advisability of this Agreement, and (v) recommending (the “Board Recommendation”) that the Company’s shareholders vote in favor of approving this Agreement and the transactions contemplated hereby at the Shareholders Meeting (as defined in Section 6.3), which resolutions have not been subsequently rescinded, modified or withdrawn in any way. This Agreement has been duly executed and delivered by the Sellers, and each Ancillary Agreement will be duly executed and delivered by each Seller party thereto, Company and, assuming due authorization, execution and delivery by the other parties hereto and theretohereto, constitutes or will constitute a legal, valid and binding agreement of each Seller the Company, enforceable against each Seller 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 approval of this Agreement by the Requisite Shareholder Vote is the only vote of the holders of any class or series of capital stock, other Equity Interests or Liabilities of the Company, any Company Subsidiary or any Nonprofit Organization necessary to approve this Agreement and the transactions contemplated hereby.

Authority; Enforceability. Each Seller (a) Purchaser has all necessary the requisite corporate power and authority to execute and deliver this Agreement Agreement, and each of the Ancillary Agreements other Transaction Documents to which it is or will be a party, to perform its obligations hereunder and thereunder under each of the other Transaction Documents to which it is or will be a party, and to consummate the transactions contemplated hereby Transactions in accordance with the terms of this Agreement, and therebyeach of the other Transaction Documents to which it is or will be a party. The execution, delivery and performance by each Seller Purchaser of this Agreement and each of the Ancillary Agreements other Transaction Documents to which it is or will be a party and the consummation of the Transactions contemplated by each Seller of the transactions contemplated hereby and thereby Transaction Documents to which it is or will be a party, have been duly and validly authorized by all necessary corporate action on the part of each Seller Purchaser and no other such authorization has not been subsequently modified or rescinded. No additional corporate proceedings on or shareholder authorization is necessary for the part execution, delivery or performance by Purchaser of any Seller are necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize this Agreement or any other Transaction Document to which it is or will be a party or the Ancillary Agreements consummation by Purchaser of the Transaction in accordance with the terms of this Agreement and each other Transaction Document to which it is a party or to consummate the transactions contemplated hereby or thereby. Each Seller’s Board of Directors has party. (ib) approved this This Agreement and each of the transactions contemplated hereby, (ii) determined that the terms of this Agreement are fair other Transaction Documents to and in the best interests of such Seller and its stockholders, and (iii) declared the advisability of this Agreement. This Agreement has which Purchaser is or will be a party have been duly and validly executed and delivered by the Sellers, Purchaser and each Ancillary Agreement will be duly executed and delivered by each Seller party thereto, andconstitutes, assuming due authorization, execution and delivery of this Agreement and the other Transaction Documents by Seller and the other parties thereto, a valid and binding legal obligation of Purchaser, enforceable against Purchaser in accordance with the terms hereof, subject to the Bankruptcy and Equity Exception. Assuming due authorization, execution and delivery of each of the other Transaction Documents to which Purchaser is or will be a party by the other parties hereto and thereto, constitutes or each of the other Transaction Documents will constitute a legal, valid and binding agreement legal obligation of each Seller Purchaser, enforceable against each Seller Purchaser in accordance with its termsthe terms thereof, in each case, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium Bankruptcy 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)Equity Exception.

Authority; Enforceability. Each (a) Seller hereby represents and warrants to Buyer that as of the date of this Agreement and as of the Closing Date, Seller has all necessary corporate power and the limited liability company authority to enter into, execute and deliver this Agreement and the Ancillary Agreements Documents to which it Seller is a party, party and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebythereunder. The execution, delivery and performance by each Seller of this Agreement and the Ancillary Agreements Documents to which it Seller is a party party, and the consummation by each Seller of the transactions contemplated hereby and thereby thereby, have been duly authorized by all necessary limited liability company action on the part of Seller. This Agreement constitutes, and validly upon execution of the Ancillary Documents to which Seller is a party, such Ancillary Documents will constitute, the valid and legally binding obligation of Seller, enforceable in accordance with their terms and conditions. (b) HMTS hereby represents and warrants to Buyer that, as of the date of this Agreement and as of the Closing Date, HMTS has the corporate authority to enter into, execute and deliver this Agreement and the Ancillary Documents to which HMTS is a party and to perform its obligations hereunder and thereunder. The execution, delivery and performance by HMTS of this Agreement and the Ancillary Documents to which HMTS is a party, and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate action on the part of each Seller HMTS. This Agreement constitutes, and no other corporate proceedings upon execution of the Ancillary Documents to which HMTS is a party, such Ancillary Documents will constitute, the valid and legally binding obligation of HMTS, enforceable in accordance with their terms and conditions. (c) ProfitMark hereby represents and warrants to Buyer that as of the date of this Agreement and as of the Closing Date, ProfitMark has the limited liability company authority to enter into, execute and deliver this Agreement and the Ancillary Documents to which ProfitMark is a party and to perform its obligations hereunder and thereunder. The execution, delivery and performance by ProfitMark of this Agreement and the Ancillary Documents to which ProfitMark is a party, and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all necessary limited liability company action on the part of any Seller are necessary pursuant ProfitMark. This Agreement constitutes, and upon execution of the Ancillary Documents to its governing documents or which ProfitMark is a party, such Ancillary Documents will constitute, the laws valid and legally binding obligation of its jurisdiction ProfitMark, enforceable in accordance with their terms and conditions. (d) Each Owner Entity Shareholder hereby represents and warrants to Buyer that as of incorporation to authorize the date of this Agreement or and as of the Ancillary Agreements Closing Date such Owner Entity Shareholder has the authority to which it is a party or to consummate the transactions contemplated hereby or thereby. Each Seller’s Board of Directors has (i) approved enter into, execute and deliver this Agreement and the transactions contemplated hereby, (ii) determined that the terms of this Agreement are fair Ancillary Documents to which such Owner Entity Shareholder is a party and in the best interests of such Seller to perform its obligations hereunder and its stockholders, and (iii) declared the advisability of this Agreementthereunder. This Agreement has been duly executed and delivered by the Sellersconstitutes, and each upon execution of the Ancillary Agreement Documents to which such Owner Entity Shareholder is a party, such Ancillary Documents will be duly executed and delivered by each Seller party theretoconstitute, and, assuming due authorization, execution and delivery by the other parties hereto and thereto, constitutes or will constitute a legal, valid and legally binding agreement obligation of each Seller such Owner Entity Shareholder, enforceable against each Seller in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium their terms 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)conditions.

Authority; Enforceability. Each Seller Purchaser has all necessary corporate the full legal right, power and authority to execute and deliver this Agreement and the Ancillary Agreements each Transaction Document to which it is or will become a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by each Seller Purchaser of this Agreement and the Ancillary Agreements each Transaction Document to which it is or will become a party and the consummation by each Seller Purchaser of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of each Seller and no other corporate proceedings on the part of any Seller are necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize this Agreement or the Ancillary Agreements to which it is a party or to consummate the transactions contemplated hereby or thereby. Each Seller’s Board of Directors has (i) approved this Agreement and the transactions contemplated hereby, (ii) determined that the terms of this Agreement are fair to and in the best interests of such Seller and its stockholders, and (iii) declared the advisability of this AgreementPurchaser. This Agreement has been duly executed and delivered by the SellersPurchaser, and each Ancillary Agreement Transaction Document to which Purchaser is or will be become a party has been, or when executed shall be, duly executed and delivered by each Seller party thereto, andPurchaser. This Agreement, assuming due authorization, execution and delivery by the other parties hereto and thereto, constitutes or will constitute that this Agreement is a legal, valid and binding agreement obligation of each Seller the Company and the Seller, constitutes a valid and binding obligation of Purchaser enforceable against each Seller it in accordance with its terms, subject and each Transaction Document to which Purchaser is or will become a party, assuming that such Transaction Document is a valid and binding obligation of the effects other parties thereto, is, or when executed shall constitute, a valid and binding obligation of Purchaser enforceable against Purchaser in accordance with its terms, in each case except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other or similar Laws relating to or laws affecting creditors’ rights generally and by general principles of equity affecting the availability of specific performance and other equitable principles (whether considered in a proceeding in equity or at law)remedies.

Authority; Enforceability. (A) Each Seller ETP Group Member has all necessary corporate the requisite power and authority to execute and deliver this Agreement and the Ancillary Agreements Transaction Documents to which it is is, or will be, a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, execution and delivery and performance by each Seller such ETP Group Member of this Agreement and the Ancillary Agreements Transaction Documents to which it is such ETP Group Member is, or will be, a party party, and the consummation by each Seller such ETP Group Member of the transactions contemplated hereby and thereby thereby, have been duly and validly authorized by all necessary corporate action on the part of each Seller such ETP Group Member, and no other corporate proceedings on the part of any Seller such ETP Group Member are necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize this Agreement or the Ancillary Agreements Transaction Documents to which it is is, or will be, a party or to consummate the transactions contemplated hereby by the Transaction Documents to which it is, or thereby. Each Seller’s Board of Directors has will be, a party. (iB) approved this Agreement The Transaction Documents to which such ETP Group Member is, or will be, a party have been (or will be, when executed and the transactions contemplated hereby, (iidelivered at each Closing Date) determined that the terms of this Agreement are fair to and in the best interests of such Seller and its stockholders, and (iii) declared the advisability of this Agreement. This Agreement has been duly executed and delivered by the Sellers, and each Ancillary Agreement will be duly executed and delivered by each Seller party theretosuch ETP Group Member, and, assuming the due authorization, execution and delivery by the other parties hereto and thereto, constitutes each Transaction Document to which such ETP Group Member is, or will constitute be, a legalparty constitutes (or will constitute, when executed and delivered at each Closing Date) the valid and binding agreement of each Seller such ETP Group Member, enforceable against each Seller such ETP Group Member in accordance with its terms, subject to the effects of except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyancetransfer, reorganization, moratorium and other similar Laws relating to or affecting creditors’ rights generally and subject, as to enforceability, to legal principles of general applicability governing the availability of equitable remedies, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether such enforceability is considered in a proceeding in equity or at law) (collectively, “Creditors’ Rights”). (C) The Merger Agreement has been duly authorized, executed and delivered by the ETP Parties and Merger Sub, and is a valid and binding agreement of the ETP Parties and Merger Sub, enforceable against them in accordance with its terms, except as enforceability may be limited by Creditors’ Rights.

Authority; Enforceability. (a) Each Seller Azure Party has all necessary corporate the requisite limited liability company or limited partnership power and authority to execute and deliver this Agreement and the Ancillary Agreements Transaction Documents to which it is is, or will be, a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby thereby and therebyto perform all the terms and conditions thereof to be performed by it. The execution, execution and delivery and performance by each Seller Azure Party of this Agreement and the Ancillary Agreements Transaction Documents to which it is such Azure Party is, or will be, a party and party, the consummation by each Seller such Azure Party of the transactions contemplated hereby thereby and thereby the performance by each Azure Party of all of the terms and conditions thereof to be performed by it have been duly and validly authorized by all necessary corporate action on the part of each Seller such Azure Party, and no other corporate proceedings on the part of any Seller such Azure Party are necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize this Agreement or the Ancillary Agreements Transaction Documents to which it is is, or will be, a party or party, to consummate the transactions contemplated hereby by the Transaction Documents to which it is, or thereby. Each Seller’s Board will be, a party or to perform all of Directors has (i) approved this Agreement and the transactions contemplated hereby, (ii) determined that the terms of this Agreement are fair and conditions thereof to be performed by it. (b) The Transaction Documents to which each Azure Party is, or will be, a party have been (or will be, when executed and in delivered at the best interests of such Seller and its stockholders, and (iiiClosing) declared the advisability of this Agreement. This Agreement has been duly executed and delivered by the Sellers, and each Ancillary Agreement will be duly executed and delivered by each Seller party theretosuch Azure Party, and, assuming the due authorization, execution and delivery by the other parties hereto and thereto, constitutes each Transaction Document to which such Azure Party is, or will constitute be, a legalparty constitutes (or will constitute, when executed and delivered at the Closing) the valid and binding agreement of each Seller such Azure Party, enforceable against each Seller such Azure Party in accordance with its terms, subject to the effects of except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyancetransfer, reorganization, moratorium and other similar Laws relating to or affecting creditors’ rights generally and subject, as to enforceability, to legal principles of general applicability governing the availability of equitable remedies, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether such enforceability is considered in a proceeding in equity or at law) (collectively, “Creditors’ Rights”).

Authority; Enforceability. Each Seller has all necessary corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. (a) The execution, delivery and performance by the Company of each Seller of this Agreement and the Ancillary Agreements to which it is a party and the consummation by each Seller of the transactions contemplated hereby and thereby Transaction Documents have been duly and validly authorized by all necessary corporate action. The Company has all requisite power and authority to issue, sell and deliver the Purchased Shares, in accordance with and upon the terms and conditions set forth in this Agreement. On or prior to the Closing Date, all action on required to be taken by the part Company for the authorization, issuance, sale and delivery of each Seller the Purchased Shares, the execution and no other corporate proceedings on delivery of the part Transaction Documents and the consummation of any Seller are necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize this Agreement or the Ancillary Agreements to which it is a party or to consummate the transactions contemplated hereby or therebythereby shall have been validly taken. No approval from the holders of outstanding Common Shares is required under the Organizational Documents of the Company in connection with the Company’s issuance and sale of the Purchased Shares to the Purchasers. (b) Each Seller’s Board of Directors has (i) approved this Agreement and the transactions contemplated hereby, (ii) determined that the terms of this Agreement are fair to and in the best interests of such Seller and its stockholders, and (iii) declared the advisability of this Agreement. This Agreement Transaction Documents has been or, when delivered hereunder, will have been, duly executed and delivered by the SellersCompany. Each of the Transaction Documents constitutes, and each Ancillary Agreement will be duly executed and delivered by each Seller party thereto, and, assuming due authorization, execution and delivery by the other parties hereto and thereto, constitutes or will constitute constitute, a legal, valid and binding agreement obligation of each Seller the Company, enforceable against each Seller in accordance with its terms; provided that, subject with respect to each such agreement, the effects of enforceability thereof may be limited by applicable bankruptcy, insolvency, fraudulent conveyancetransfer, reorganization, moratorium and other or similar Laws relating from time to or time in effect affecting the enforcement of creditors’ rights and remedies generally and by general equitable principles of equity (regardless of whether such principles are considered in a proceeding in equity or at law). (c) Subject to the accuracy of the representations and warranties of each Purchaser set forth in Article IV hereof, the Company has taken all action necessary to exempt from the registration requirements of the Securities Act the issuance and sale of the Purchased Shares. The Company has taken, or prior to Closing will take, all action reasonably necessary to exempt the Purchasers from the provisions of any stockholder rights plan or other “poison pill” arrangement, any anti-takeover, business combination or control share law or statute binding on the Company or to which the Company or any of its assets and properties may be subject and any provision of the Company’s Organizational Documents that is or would reasonably be expected to become applicable to the Purchasers as a result of the transactions contemplated hereby, including without limitation, the issuance of the Purchased Shares and the ownership, disposition or voting of the Purchased Shares by the Purchasers or the exercise of any right granted to the Purchasers pursuant to this Agreement or the other Transaction Documents.

Authority; Enforceability. Each Seller The Member has all necessary corporate the full requisite organizational power and authority to execute and deliver this Agreement and the Ancillary Agreements other Transaction Documents to which it is a partyparty (or is contemplated to be a party at the Closing), and, subject to receipt of the Written Consent, to perform its obligations hereunder under this Agreement and thereunder the other Transaction Documents to which it is a party (or is contemplated to be a party at the Closing), and to consummate the transactions contemplated hereby and thereby. The Subject to receipt of the Written Consent, the execution, delivery and performance by each Seller of this Agreement and the Ancillary Agreements other Transaction Documents to which it the Member is a party (or is contemplated to be a party at the Closing) by the Member and the consummation by each Seller of the transactions contemplated hereby and thereby have been (or will be prior to the Closing) duly and validly authorized by all necessary corporate required organizational action on behalf of the part of each Seller and no other corporate proceedings on the part of any Seller are necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize Member. Assuming that this Agreement or and each of the Ancillary Agreements other Transaction Documents that is a Contract to which it the Member is a party (or is contemplated to consummate be a party at the transactions contemplated hereby or thereby. Each Seller’s Board Closing) is a valid and binding obligation of Directors has (i) approved this Agreement and the transactions contemplated hereby, (ii) determined that the terms of this Agreement are fair to and in the best interests of such Seller and its stockholders, and (iii) declared the advisability of this Agreement. This Agreement has been duly executed and delivered by the Sellers, and each Ancillary Agreement will be duly executed and delivered by each Seller other party thereto, and, assuming due authorization, execution and delivery by the other parties hereto and thereto, this Agreement and each of the other Transaction Documents to which the Member is a party (or is contemplated to be a party at the Closing) constitutes or (or, with respect to such Transaction Documents that are not contemplated to be executed and delivered as of the date hereof, will constitute a legal, at the Closing) the valid and binding agreement obligation of each Seller the Member enforceable against each Seller the Member in accordance with its terms, subject to the effects of except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and or other similar Laws Legal Requirements relating to or affecting creditors’ rights generally and general or by equitable principles (regardless of whether considered enforcement is sought at law or in a proceeding equity). The Board of Managers of the Member has unanimously (a) determined that it is in equity or at law)the best interests of the Member, and declared it advisable, to enter into this Agreement and (b) upon the terms and subject to the conditions of this Agreement, resolved to recommend that the Unitholders adopt this Agreement and to submit this Agreement to the Unitholders for adoption.

Authority; Enforceability. Each Seller DealerTrack has all necessary the requisite corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements other Transaction Documents and Operations Documents to which it is a party, to perform its obligations hereunder and thereunder thereunder, and to consummate the transactions contemplated hereby and thereby. The execution, execution and delivery and performance by each Seller DealerTrack of this Agreement and the Ancillary Agreements other Transaction Documents and Operations Documents to which it is a party party, and the performance by it of its respective obligations hereunder and thereunder, have been duly authorized by all necessary actions by it, and no other action on the part of DealerTrack or its equity holders is necessary to approve this Agreement, the other Transaction Documents and Operations Documents, or the consummation by each Seller of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of each Seller and no other corporate proceedings on the part of any Seller are necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize this Agreement or the Ancillary Agreements to which it is a party or to consummate the transactions contemplated hereby or thereby. Each Seller’s Board of Directors has (i) approved this Agreement and the transactions contemplated hereby, (ii) determined that the terms of this Agreement are fair to and in the best interests of such Seller and its stockholders, and (iii) declared the advisability of this Agreement. This Agreement has been been, and each other Transaction Document and Operations Document to which DealerTrack is a party, when executed, will be, duly executed and delivered by the SellersDealerTrack, and each Ancillary Agreement will be duly executed and delivered by each Seller party thereto, and, assuming due authorization, execution and delivery by the other parties hereto and thereto, constitutes each such agreement constitutes, or will constitute at the time of execution, a legal, valid and binding agreement of each Seller DealerTrack, enforceable against each Seller it in accordance with its termssuch agreement’s terms and conditions, subject to except as the effects of same may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, fraudulent transfer, preference, moratorium and or other similar Laws now or hereafter in effect relating to or affecting creditors’ rights creditors generally and or by general equitable equity principles (regardless of whether such enforceability is considered in a proceeding Proceeding in equity or at law)) and except that the remedy 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 may be brought.

Authority; Enforceability. Each Seller (a) Such Contributor (excluding EFS Holdings and RPS Holdings) has all necessary corporate power the legal capacity and authority to execute and deliver this Agreement and the Ancillary Agreements any other Transaction Documents to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The executionSuch Contributor (excluding ▇▇. ▇▇▇▇▇▇▇▇▇ and ▇▇. ▇▇▇▇▇▇) is a legal entity duly organized, delivery validly existing and performance in good standing under the Laws of the jurisdiction of its organization, has all requisite organizational power and authority to own, lease and operate its properties and to carry on its business as it is now being conducted and is duly qualified and in good standing to do business as a foreign entity in each jurisdiction in which the nature of the business conducted by each Seller it or the ownership, leasing or operating of this its properties makes such qualification necessary, other than any failure to be so qualified in any such foreign jurisdiction as would not have a Material Adverse Effect. (b) This Agreement and each of the Ancillary Agreements other Transaction Documents to which it such Contributor is a party and the consummation by each Seller of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of each Seller and no other corporate proceedings on the part of any Seller are necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize this Agreement or the Ancillary Agreements to which it is a party or to consummate the transactions contemplated hereby or thereby. Each Seller’s Board of Directors has (i) approved this Agreement and the transactions contemplated hereby, (ii) determined that the terms of this Agreement are fair to and in the best interests of such Seller and its stockholders, and (iii) declared the advisability of this Agreement. This Agreement has been duly executed and delivered by the Sellers, and each Ancillary Agreement will be duly executed and delivered by each Seller party theretosuch Contributor, and, assuming the due authorization, execution and delivery hereof or thereof by the each party hereto or thereto other parties than such Contributor that is a party hereto and or thereto, this Agreement and each other Transaction Document to which such Contributor is a party constitutes or will constitute a the legal, valid and binding agreement obligation of each Seller such Contributor, enforceable against each Seller such Contributor in accordance with its respective terms, subject to the effects except as enforcement of this Agreement or such other Transaction Document may be limited by applicable bankruptcy, insolvency, fraudulent conveyancetransfer, reorganization, moratorium and or other similar Laws relating to or affecting the enforcement of creditors’ rights generally and subject, as to enforceability, to legal principles of general applicability governing the availability of equitable principles remedies (whether considered enforcement is sought in a proceeding in equity or at law) (collectively, “Creditors’ Rights”).

Authority; Enforceability. Each Seller of the Autodata Parties and NSULC has all necessary the requisite corporate or other organizational power and authority to execute and deliver this Agreement and the Ancillary Agreements other Transaction Documents and Operations Documents to which it is a party, to perform its respective obligations hereunder and thereunder thereunder, and to consummate the transactions contemplated hereby and thereby. The execution, execution and delivery and performance by each Seller of the Autodata Parties and NSULC of this Agreement and the Ancillary Agreements other Transaction Documents and Operations Documents to which it is a party party, and the performance by it of its respective obligations hereunder and thereunder, have been duly authorized by all necessary actions by it, and no other action on the part of such Person or its equity holders is necessary to approve this Agreement, the other Transaction Documents and Operations Documents, or the consummation by each Seller of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of each Seller and no other corporate proceedings on the part of any Seller are necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize this Agreement or the Ancillary Agreements to which it is a party or to consummate the transactions contemplated hereby or thereby. Each Seller’s Board of Directors has (i) approved this Agreement and the transactions contemplated hereby, (ii) determined that the terms of this Agreement are fair to and in the best interests of such Seller and its stockholders, and (iii) declared the advisability of this Agreement. This Agreement has been been, and each other Transaction Document and Operation Document to which such Person is a party, when executed, will be, duly executed and delivered by the Sellerssuch Person, and each Ancillary Agreement will be duly executed and delivered by each Seller party thereto, and, assuming due authorization, execution and delivery by the other parties hereto and thereto, constitutes each such agreement constitutes, or will constitute at the time of execution, a legal, valid and binding agreement of each Seller such Person, enforceable against each Seller it in accordance with its termssuch agreement’s terms and conditions, subject to except as the effects of enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, fraudulent transfer, preference, moratorium and or other similar Laws now or hereafter in effect relating to or affecting creditors’ rights creditors generally and or by general equitable equity principles (regardless of whether such enforceability is considered in a proceeding Proceeding in equity or at law)) and except that the remedy 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 may be brought.

Authority; Enforceability. (i) Each Seller Borrower and Borrower Subsidiary has all necessary the requisite corporate or limited liability company power and authority to execute execute, deliver and deliver this Agreement and perform each of the Ancillary Agreements Loan Documents to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. . (ii) The execution, delivery and performance by of each Seller of this Agreement the Loan Documents which have been executed and to which any Borrower or Borrower Subsidiary is a party and the Ancillary Agreements consummation of the transactions contemplated thereby, have been duly approved by the boards of directors (or boards of managers or members, as applicable) and (to the extent required by law) the shareholders or equityholders of such Borrower or Borrower Subsidiary, respectively, and such approvals have not been rescinded, revoked or modified in any respect. No other corporate or limited liability company action or proceedings on the part of any Borrower or any Borrower Subsidiary are necessary to consummate such transactions. (iii) Each of the Loan Documents to which any Borrower or any Borrower Subsidiary is a party has been duly executed and delivered on behalf of such Person and constitutes its legal, valid and binding obligation, enforceable against such Person in accordance with its terms and is in full force and effect and no material term or condition thereof has been amended, modified or waived from the terms and conditions contained therein as delivered to the Administrative Agent pursuant to Section 5.01(a) without the prior written consent of the Requisite Lenders. (iv) Each of the Loan Documents to which any Borrower or any Borrower Subsidiary is a party, where applicable, creates valid and perfected first priority Liens (subject only to Customary Permitted Liens specified in clauses (a) and (b) of the definition thereof) in the Collateral covered thereby securing the payment of all of the Obligations purported to be secured thereby. (v) Each Borrower and Borrower Subsidiary has performed and complied with all the terms, provisions, agreements and conditions set forth in each Loan Document to which it is a party and required to be performed or complied with by such parties on or before the consummation by each Seller of Closing Date, all filings and recordings and other actions which are necessary or desirable to perfect and protect the transactions contemplated hereby Liens granted pursuant to the Loan Documents and thereby preserve their required priority have been duly and validly authorized by all necessary corporate action on the part of each Seller taken, and no other corporate proceedings on the part Default, Event of Default or breach of any Seller are necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize this Agreement or the Ancillary Agreements to which it is a covenant by any such party or to consummate the transactions contemplated hereby or thereby. Each Seller’s Board of Directors has (i) approved this Agreement and the transactions contemplated hereby, (ii) determined that the terms of this Agreement are fair to and in the best interests of such Seller and its stockholders, and (iii) declared the advisability of this Agreement. This Agreement has been duly executed and delivered by the Sellers, and each Ancillary Agreement will be duly executed and delivered by each Seller party thereto, and, assuming due authorization, execution and delivery by the other parties hereto and thereto, constitutes or will constitute a legal, valid and binding agreement of each Seller enforceable against each Seller 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)exists thereunder.

Authority; Enforceability. (a) Each Seller has all necessary corporate the requisite limited liability company power and authority to execute and deliver this Agreement and the Ancillary Agreements Transaction Documents to which it is is, or will be, a party, and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by each Seller of this Agreement and the Ancillary Agreements Transaction Documents to which it is is, or will be, a party party, and the consummation by each Seller it of the transactions contemplated hereby and thereby thereby, have been duly and validly authorized by all necessary corporate action on the part of each Seller such Seller, and no other corporate limited liability company proceedings on the part of any such Seller are necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize this Agreement or the Ancillary Agreements Transaction Documents to which it is is, or will be, a party or to consummate the transactions contemplated hereby by the Transaction Documents to which it is, or thereby. Each Seller’s Board of Directors has will be, a party. (ib) approved this Agreement The Transaction Documents to which each Seller is, or will be, a party have been (or will be, when executed and delivered at the transactions contemplated hereby, (iiClosing) determined that the terms of this Agreement are fair to duly and in the best interests of such Seller and its stockholders, and (iii) declared the advisability of this Agreement. This Agreement has been duly validly executed and delivered by the Sellers, and each Ancillary Agreement will be duly executed and delivered by each Seller party theretosuch Seller, and, assuming the due authorization, execution and delivery by the other parties hereto and thereto, constitutes each Transaction Document to which such Seller is, or will constitute be, a legalparty constitutes (or will constitute, when executed and delivered by such Seller at the Closing) a valid and binding agreement of each Seller such Seller, enforceable against each such Seller in accordance with its terms, subject to the effects of except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyancetransfer, reorganization, moratorium and other similar Laws relating to or affecting the enforcement of creditors’ rights generally and subject, as to enforceability, to legal principles of general applicability governing the availability of specific performance, injunctive relief or other equitable remedies, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether such enforceability is considered in a proceeding in equity or at law) (collectively, “Creditors’ Rights”).

Authority; Enforceability. (a) Each Seller of the Contributor Parties has all necessary corporate the requisite partnership power and authority to execute and deliver this Agreement and the Ancillary any other Transaction Agreements to which it is a party, to perform carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, execution and delivery and performance by each Seller Contributor Party of this Agreement and the Ancillary any other Transaction Agreements to which it is a party party, the performance by each Contributor Party of its obligations hereunder and thereunder and the consummation by each Seller Contributor Party of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of each Seller such Contributor Party, and no other corporate partnership proceedings on the part of any Seller are Contributor Party is necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize this Agreement or the Ancillary Agreements any other Transaction Agreement to which it any Contributor Party is a party or to consummate the transactions contemplated hereby or and thereby. Each Seller’s Board of Directors has . (ib) approved this Agreement and the transactions contemplated hereby, (ii) determined that the terms of this Agreement are fair to and in the best interests of such Seller and its stockholders, and (iii) declared the advisability of this Agreement. This Agreement has been duly executed and delivered by been, and, upon their execution, the Sellersother Transaction Agreements to which any Contributor Party is a party shall have been, and each Ancillary Agreement will be duly executed and delivered by each Seller party theretoapplicable Contributor Party, and, assuming the due authorization, execution and delivery by Acquirer, this Agreement constitutes and, upon their execution, the other parties hereto and theretoTransaction Agreements to which any Contributor Party is a party shall constitute, constitutes or will constitute a legal, legal valid and binding agreement agreements of each Seller applicable Contributor Party, enforceable against each Seller applicable Contributor Party in accordance with its their respective terms, subject to the effects of except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyancetransfer, reorganization, moratorium and other similar Laws relating to or affecting creditors’ rights generally and subject, as to enforceability, to legal principles of general applicability governing the availability of equitable principles remedies (regardless of whether such enforceability is considered in a proceeding in equity or at law) (collectively, “Creditors’ Rights”).

Authority; Enforceability. Each Seller The Company has all necessary the requisite corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements Agreement, each other Transaction Document to which it is a party, party and each instrument required to be executed and delivered by it prior to or at the Closing and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, execution and delivery and performance by each Seller the Company of this Agreement and the Ancillary Agreements Agreement, each other Transaction Document to which it is a party and each instrument required hereby to be executed and delivered by it prior to or at the Closing, the performance of its obligations hereunder and thereunder and the consummation by each Seller of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of each Seller the Company, and no other corporate or similar proceedings on the part of any Seller the Company are necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize this Agreement or the Ancillary Agreements Agreement, any other Transaction Document to which it is a party or any instrument required to consummate be executed and delivered by it prior to or at the Closing or the consummation of the transactions contemplated hereby or thereby. Each Seller’s Board of Directors has (i) approved this Agreement and the transactions contemplated hereby, (ii) determined that the terms of this Agreement are fair to and in the best interests of such Seller and its stockholders, and (iii) declared the advisability of this Agreement. This Agreement has been duly and validly executed and delivered by the Sellers, and each Ancillary Agreement will be duly executed and delivered by each Seller party thereto, Company and, assuming the due authorization, execution and delivery thereof by the other parties hereto Purchaser and theretoParent, constitutes or will constitute a legal, valid and binding agreement obligation of each Seller the Company, enforceable against each Seller it 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).

Authority; Enforceability. Each Sycamore Parent has, and as of the Reinvestment Closing (and, if applicable, as of the Subsequent ▇▇▇▇▇▇▇ Reinvestment Closing), Sycamore Parent and each Equity Seller has will have, all necessary corporate requisite power and authority to execute execute, perform and deliver this Agreement and the Ancillary Agreements to which any other agreements or instruments executed by it is a partyin connection herewith, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby herein and therebytherein. The execution, delivery and performance by each Seller of this Agreement and the Ancillary Agreements to which it is a party such other agreements or instruments, and the consummation by each Seller of the transactions contemplated hereby herein and thereby have therein, has been duly and validly authorized by all necessary corporate (or similar) action on the part of Sycamore Parent and, as of the Reinvestment Closing (and, if applicable, as of the Subsequent ▇▇▇▇▇▇▇ Reinvestment Closing), will have been, duly and validly authorized by all necessary corporate (or similar) action on the part of each Seller and no other corporate proceedings on the part of any Seller are necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize this Agreement or the Ancillary Agreements to which it is a party or to consummate the transactions contemplated hereby or thereby. Each Equity Seller’s Board of Directors has (i) approved this Agreement and the transactions contemplated hereby, (ii) determined that the terms of this Agreement are fair to and in the best interests of such Seller and its stockholders, and (iii) declared the advisability of this Agreement. This Agreement has been duly constitutes, and each of such other agreements or instruments will constitute, when executed and delivered by the Sellers, and each Ancillary Agreement will be duly executed and delivered by each Seller party thereto, andSycamore Parent, assuming the due authorization, execution and delivery hereof by the other parties hereto and theretohereto, constitutes or will constitute a the legal, valid and binding agreement obligation of each Seller Sycamore Parent, enforceable against each Seller Sycamore Parent in accordance with its their respective terms, except as such enforceability may be subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and or other similar Laws laws relating to or affecting the rights of creditors’ rights generally , and general equitable principles (of equity regardless of whether such enforceability is considered in a proceeding in equity or at lawlaw (such effects and principles, “Equitable Principles”). This Agreement and each of such other agreements or instruments will constitute, when executed and delivered by each Equity Seller, assuming the due authorization, execution and delivery hereof by the other parties hereto, the legal, valid and binding obligation of such Equity Seller, enforceable against such Equity Seller in accordance with their respective terms, except as such enforceability may be subject to Equitable Principles.

Authority; Enforceability. Each Seller of the SunSource Entities has all necessary requisite corporate or company power and authority authority, and prior to Closing will have taken all corporate or company action necessary, to execute and deliver this Agreement and the Ancillary Agreements Agreement to which it each such entity is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby by this Agreement and therebyby the Ancillary Agreements and to perform their respective obligations hereunder and thereunder. The execution, execution and delivery and performance by each Seller of the SunSource Entities of this Agreement and the of each Ancillary Agreements Agreement to which it each such entity is a party and the consummation by each Seller of the SunSource Entities of the transactions contemplated hereby and thereby have been duly and validly authorized approved by all necessary corporate action on the part requisite stockholders of each Seller SunSource Entity that is a corporation (other than SunSource) or an unlimited liability company and no by the requisite members of each SunSource Entity that is a limited liability company. No other corporate proceedings on the part of any Seller the SunSource Entities are necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize the execution and delivery of this Agreement or and the Ancillary Agreements to which it each such entity is a party or to consummate and the consummation of the transactions contemplated hereby or and thereby. Each Seller’s Board of Directors has (i) approved this This Agreement and the transactions contemplated hereby, (ii) determined that the terms of this Agreement are fair to and in the best interests of such Seller and its stockholders, and (iii) declared the advisability of this Agreement. This Agreement has Ancillary Agreements have been duly executed and delivered by each of the Sellers, and each Ancillary Agreement will be duly executed and delivered by each Seller SunSource Entities party thereto, and, assuming due authorization, execution and delivery by the other parties hereto and thereto, constitutes or will and constitute a legal, valid and binding agreement obligations of each Seller of the SunSource Entities, enforceable against each Seller such entities in accordance with its their 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).

Authority; Enforceability. Each Seller The Company has all necessary corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a partyAgreement, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyhereby. The execution, delivery and performance by each Seller the Company of this Agreement and the Ancillary Agreements to which it is a party and the consummation by each Seller the Company of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of each Seller the Company and no other corporate proceedings on the part of any Seller the Company are necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation DGCL to authorize this Agreement or the Ancillary Agreements to which it is a party or to consummate the transactions contemplated hereby or thereby(other than the adoption of this Agreement by the holders of a majority of the outstanding shares of the Company Common Stock (the “Requisite Stockholder Vote”)). Each Seller’s The Board of Directors has Directors, at a meeting duly called and held, duly adopted resolutions (i) approved approving this Agreement and the transactions contemplated hereby, (ii) determined determining that the terms of this Agreement are fair to and in the best interests of such Seller and its stockholders, the Company’s stockholders and (iii) declared declaring the advisability of this Agreement, which, subject to Sections 6.2 and 6.5(b), resolutions have not been subsequently rescinded, modified or withdrawn in any way. This Agreement has been duly executed and delivered by the Sellers, Company and each Ancillary Agreement will be duly executed and delivered by each Seller party thereto, and, assuming due authorization, execution and delivery by the other parties hereto and theretohereto, constitutes or will constitute a legal, valid and binding agreement of each Seller the Company enforceable against each Seller 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 approval of the transactions contemplated by this Agreement by the Requisite Stockholder Vote is the only votes of the holders of any class or series of capital stock or other Equity Interests of the Company or any Company Subsidiary necessary to adopt this Agreement or approve the transactions contemplated hereby.

Authority; Enforceability. Each Seller has all necessary corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. (a) The execution, delivery and performance by the Company of each Seller of this Agreement and the Ancillary Agreements to which it is a party and the consummation by each Seller of the transactions contemplated hereby and thereby Transaction Documents have been duly and validly authorized by all necessary corporate action. The Company has all requisite power and authority to issue, sell and deliver the Purchased Shares, in accordance with and upon the terms and conditions set forth in this Agreement. On or prior to the Closing Date, all action on required to be taken by the part Company for the authorization, issuance, sale and delivery of each Seller the Purchased Shares, the execution and no other corporate proceedings on delivery of the part Transaction Documents and the consummation of any Seller are necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize this Agreement or the Ancillary Agreements to which it is a party or to consummate the transactions contemplated hereby thereby shall have been validly taken. No approval from the holders of outstanding Common Shares is required under the Organizational Documents of the Company or thereby. the rules of NASDAQ in connection with the Company’s issuance and sale of the Purchased Shares to the Purchasers. (b) Each Seller’s Board of Directors has (i) approved this Agreement and the transactions contemplated hereby, (ii) determined that the terms of this Agreement are fair to and in the best interests of such Seller and its stockholders, and (iii) declared the advisability of this Agreement. This Agreement Transaction Documents has been or, when delivered hereunder, will have been, duly executed and delivered by the SellersCompany. Each of the Transaction Documents constitutes, and each Ancillary Agreement will be duly executed and delivered by each Seller party thereto, and, assuming due authorization, execution and delivery by the other parties hereto and thereto, constitutes or will constitute constitute, a legal, valid and binding agreement obligation of each Seller the Company, enforceable against each Seller in accordance with its terms; provided that, subject with respect to each such agreement, the effects of enforceability thereof may be limited by applicable bankruptcy, insolvency, fraudulent conveyancetransfer, reorganization, moratorium and other or similar Laws relating from time to or time in effect affecting the enforcement of creditors’ rights and remedies generally and by general equitable principles of equity (regardless of whether such principles are considered in a proceeding in equity or at law). (c) Subject to the accuracy of the representations and warranties of each Purchaser set forth in Article IV hereof, the Company has taken all action necessary to exempt from the registration requirements of the Securities Act the issuance and sale of the Purchased Shares. The Company has taken, or prior to Closing will take, all action reasonably necessary to exempt the Purchasers from the provisions of any stockholder rights plan or other “poison pill” arrangement, any anti-takeover, business combination or control share law or statute binding on the Company or to which the Company or any of its assets and properties may be subject and any provision of the Company’s Organizational Documents that is or would reasonably be expected to become applicable to the Purchasers as a result of the transactions contemplated hereby, including without limitation, the issuance of the Purchased Shares and the ownership, disposition or voting of the Purchased Shares by the Purchasers or the exercise of any right granted to the Purchasers pursuant to this Agreement or the other Transaction Documents. (d) As of the date of this Agreement, the ▇▇▇▇▇ Purchase Agreement and the Debt Commitment Letter are in full force and effect and constitute the legal, valid and binding obligation of the Company and its Subsidiaries, as applicable, enforceable in accordance with its terms; provided that, with respect to each such agreement, the enforceability thereof may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar Laws from time to time in effect affecting the enforcement of creditors’ rights and remedies generally and by general principles of equity (regardless of whether such principles are considered in a proceeding in equity or at law).

Authority; Enforceability. Each Seller (a) The Company has all necessary requisite corporate power and authority to execute and deliver enter into this Agreement and and, subject to obtaining the Ancillary Agreements to which it is a partyRequisite Shareholder Approval, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyhereby. The execution, execution and delivery and performance by each Seller of this Agreement and the Ancillary Agreements to which it is a party and the consummation by each Seller of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of each Seller the Company, and no other corporate proceedings further action is required on the part of any Seller are necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation Company to authorize this Agreement or and the Ancillary Agreements transactions contemplated hereby, subject only to which it is a party or to consummate the affirmative approval of the Merger, this Agreement and the transactions contemplated hereby or thereby. Each Seller’s Board of Directors has by (i) the holders of a majority of the outstanding shares of Company Common Stock and Company Preferred Stock, voting together as a single class, and (ii) the holders of sixty six and two thirds percent of the outstanding shares of Company Series B Preferred Stock, voting together as a single class (the “Requisite Shareholder Approval”). The Requisite Shareholder Approval is the only approval of the Company Shareholders that is necessary to approve and adopt this Agreement and the transactions contemplated hereby under applicable law, the Company’s articles of incorporation and bylaws and any material Contract to which the Company is a party. As of the date of this Agreement, the board of directors of the Company has unanimously (i) determined that this Agreement and the Merger are fair to, and in the best interests of, the Company and the Company Shareholders, (ii) declared advisable this Agreement and approved this Agreement and the transactions contemplated hereby, (ii) determined that the terms of this Agreement are fair to and in the best interests of such Seller and its stockholders, and (iii) declared determined to recommend that the advisability of Company Shareholders adopt this Agreement. Agreement and approve the Merger. (b) This Agreement has and the agreements contemplated hereby to which the Company is or will be a party have been duly executed and delivered by the Sellers, and each Ancillary Agreement or will be duly executed and delivered by each Seller party thereto, the Company and, assuming the due authorization, execution and delivery by the other parties hereto and thereto, constitutes constitutes, or will constitute a legalconstitute, the valid and binding agreement obligations of each Seller the Company, enforceable against each Seller the Company in accordance with its terms, except as such enforceability may be subject to the effects laws of general application relating to bankruptcy, insolvency, fraudulent conveyanceand the relief of debtors and rules of law governing specific performance, reorganizationinjunctive relief, moratorium and or other similar Laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law)remedies.

Authority; Enforceability. (a) Each Seller of Parent and Purchaser has all necessary requisite corporate or other similar applicable power and authority to execute and deliver this Agreement and the Ancillary Agreements each other Transaction Document to which it is will be a party, party and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebythereunder. The execution, execution and delivery and performance by each Seller Paren▇ ▇▇▇ Purchaser of this Agreement and the Ancillary Agreements each other Transaction Document to which it is will be a party party, and the consummation performance by each Seller Paren▇ ▇▇▇ Purchaser of their respective obligations hereunder and thereunder, have been, or will be as of the transactions contemplated hereby and thereby have been Closing, duly and validly authorized by all necessary requisite corporate action or other similar applicable action. (b) Each of Parent and Purchaser has, or will have as of the Closing, all requisite corporate or other similar applicable power and authority to carry on the part of each Seller and no other corporate proceedings on the part of any Seller are necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize this Agreement or the Ancillary Agreements to which business as it is now being conducted and to own, lease and operate its properties and assets, except where the failure to have such power and authority would not (i) have a party Parent Material Adverse Effect or (ii) materially impair, prevent or materially delay the ability of the Purchaser Parties to consummate the Transaction or the other transactions contemplated hereby or thereby. Each Seller’s Board of Directors has by the other Transaction Documents. (ic) approved this Agreement and the transactions contemplated hereby, (ii) determined that the terms of this Agreement are fair to and in the best interests of such Seller and its stockholders, and (iii) declared the advisability of this Agreement. This Agreement has been duly executed and delivered by the SellersParent and Purchaser and, assuming this Agreement has been duly executed and delivered by Seller, constitutes a valid and binding obligation of Parent and Purchaser, and each Ancillary Agreement other Transaction Document will be be, as of the Closing, duly executed and delivered by Parent or Purchaser and will, assuming such Transaction Document has been duly executed and delivered by each Seller Entity that will be a party thereto, and, assuming due authorization, execution and delivery by the other parties hereto and thereto, constitutes or will constitute a legal, valid and binding agreement obligation of Parent or Purchaser, as applicable, in each Seller case enforceable against each Seller Parent or Purchaser in accordance with its terms, subject to the effects of except as enforcement may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, reorganization, moratorium and other or similar Laws relating to or affecting creditors’ rights generally and or by general equitable principles of equity (regardless of whether considered enforcement is sought in a proceeding in equity or at law).

Authority; Enforceability. (a) Each Seller of the Sabine Parties and AIV Holdings has all necessary corporate the requisite corporate, limited partnership or limited liability company power and authority to execute and deliver this Agreement and the Ancillary other Transaction Agreements to which it is a party and to consummate the transactions contemplated by this Agreement and the other Transaction Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, execution and delivery and performance by each Seller Sabine Party and AIV Holdings of this Agreement and the Ancillary other Transaction Agreements to which it is a party and the consummation by each Seller Sabine Party and AIV Holdings of the transactions contemplated hereby by this Agreement and thereby the other Transaction Agreements to which it is a party have been been, or, in the case of Transaction Agreements to be delivered after the Original Execution Date, will be, duly and validly authorized by all necessary corporate action on the part of each Seller such Sabine Party or AIV Holdings, as applicable, and no other corporate corporate, limited partnership or limited liability company proceedings on the part of any Seller are Sabine Party or AIV Holdings is necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize this Agreement or and the Ancillary Agreements other Transaction Agreement to which it is a party or to consummate the transactions contemplated hereby or thereby. Each Seller’s Board of Directors has (i) approved by this Agreement and the transactions contemplated herebyother Transaction Agreement to which it is a party. (b) This Agreement and the other Transaction Agreements to which a Sabine Party or AIV Holdings is a party have been, (ii) determined that the terms of this Agreement are fair to and or, in the best interests case of such Seller and its stockholdersTransaction Agreements to be delivered after the Original Execution Date, and (iii) declared the advisability of this Agreement. This Agreement has been will be, duly executed and delivered by the Sellerssuch Sabine Party or AIV Holdings, and each Ancillary Agreement will be duly executed and delivered by each Seller party theretoas applicable, and, if applicable, its equityholders, and, assuming the due authorization, execution and delivery by Forest, this Agreement and the other parties hereto and thereto, constitutes Transaction Agreements to which a Sabine Party or will AIV Holdings is a party constitute a legal, the valid and binding agreement of each Seller such Sabine Party or AIV Holdings, enforceable against each Seller such Sabine Party or AIV Holdings in accordance with its terms, subject except as such enforceability may be limited by Creditors’ Rights. (c) The representations and warranties set forth in this Section 4.2 (other than those with respect to AIV Holdings, which are made only as of the Amended Execution Date) shall apply mutatis mutandis with respect to both the Original Agreement and this Agreement, and, with respect to the effects Original Agreement, shall be made as of bankruptcythe Original Execution Date and, insolvencywith respect to this Agreement, fraudulent conveyanceshall be made as of the Amended Execution Date; provided, reorganizationhowever, moratorium that the representations and other similar Laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered warranties set forth in this Section 4.2 are not “made as of a proceeding in equity or at lawspecific date” for purposes of Section 7.3(a).

Authority; Enforceability. Each Seller of Onyx and its Designated Affiliates has all necessary the corporate or other power and authority to execute and deliver this Separation Agreement and the Ancillary Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyhereby. The execution, execution and delivery and performance by each Seller of Onyx and its Designated Affiliates of this Separation Agreement and the Ancillary Agreements to which it is a party and the consummation by each Seller of Onyx and its Designated Affiliates of the transactions contemplated hereby and thereby hereunder have been duly and validly authorized by all necessary corporate action on the part of each Seller of Onyx and its Designated Affiliates and the holders of any Equity Interests thereof and no other corporate proceedings or similar proceeding on the part of any Seller Onyx or its Designated Affiliates are necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation applicable Law to authorize this Separation Agreement or the Ancillary Agreements to which it is a party or to consummate the transactions contemplated hereby or thereby. Each Seller’s Board of Directors has (i) approved this Agreement and the transactions contemplated hereby, (ii) determined that the terms of this Agreement are fair to and in the best interests of such Seller and its stockholders, and (iii) declared the advisability of this Agreement. This Separation Agreement has been duly executed and delivered by the Sellerseach of Onyx and, if and each Ancillary Agreement will be duly executed and delivered by each Seller party theretowhen applicable, its Designated Affiliates and, assuming due authorization, execution and delivery by the other parties hereto and theretohereto, constitutes or will constitute a legal, valid and binding agreement of each Seller of Onyx and its Designated Affiliates, enforceable against each Seller of them 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).

Authority; Enforceability. Each Seller has all necessary and the Company each have full corporate power and authority to execute and deliver enter into this Agreement and the Ancillary Agreements other Transaction Documents to which it each is a party, as applicable, and to perform its their respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebythereunder. The execution, delivery and performance by each Seller of this Agreement and the Ancillary Agreements to which it is a party other Transaction Documents and the consummation by each Seller of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by all necessary corporate action required corporate, board, and shareholder actions of Seller and the Company, and no other actions on the part of each Seller and no other corporate proceedings on or the part of any Seller Company are necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize and approve this Agreement or and the Ancillary Agreements to which it is a party or to consummate other Transaction Documents and the transactions contemplated hereby or and thereby. Each Seller’s Board of Directors has (i) approved this Agreement and the transactions contemplated hereby, (ii) determined that the terms of this Agreement are fair to and in the best interests of such Seller and its stockholders, and (iii) declared the advisability of this Agreement. This Agreement has been duly executed and delivered by Seller and the SellersCompany, and each Ancillary Agreement will constitutes a valid and binding obligation of Seller and the Company, enforceable against Seller and the Company in accordance with its terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally or by the principles governing the availability of equitable remedies). At Closing, all other Transaction Documents to be executed and delivered by Seller and/or the Company shall have been duly executed and delivered by each Seller party theretoand/or the Company, and, assuming due authorization, execution as applicable. All other Transaction Documents executed and delivery delivered by Seller and/or the other parties hereto and thereto, constitutes or will Company shall constitute a legal, valid and binding agreement obligations of each Seller and/or the Company, as applicable, enforceable against each Seller in accordance with its terms, subject to the effects of their terms (except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other or similar Laws relating to or laws affecting creditors’ rights generally and general or by the principles governing the availability of equitable principles (whether considered in a proceeding in equity or at lawremedies).

Authority; Enforceability. Each Seller Buyer has all necessary the requisite corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a partyStockholders’ Agreement, to perform its obligations hereunder and thereunder under each such Ancillary Stockholders’ Agreement and to consummate the transactions contemplated hereby and therebyby this Agreement that are to be consummated by Buyer. The execution, execution and delivery and performance by each Seller of this Agreement and the Ancillary Agreements to which it is a party Stockholders’ Agreement by Buyer and the consummation by each Seller Buyer of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action action, and no other corporate proceeding on the part of each Seller and no other corporate proceedings on the part of any Seller are Buyer is necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize this Agreement or the Ancillary Agreements to which it is a party or to consummate the transactions contemplated hereby or thereby. Each Seller’s Board of Directors has (i) approved this Agreement and the transactions contemplated hereby, (ii) determined that the terms of this Agreement are fair to and in the best interests of such Seller and its stockholders, and (iii) declared the advisability of this Agreement. This Agreement has been duly executed and delivered by the Sellers, and each Ancillary Agreement will be duly executed and delivered by each Seller party thereto, Buyer and, assuming due authorization, execution and delivery by the other parties hereto and theretoSeller, constitutes or will constitute a legal, legally valid and binding agreement obligation of each Seller Buyer, enforceable against each Seller Buyer in accordance with its terms, subject to the effects of except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, preference, fraudulent transfer, moratorium and or other similar Laws relating to or affecting creditorsthe rights and remedies of creditors and by general principles of equity. Upon the execution and delivery by Buyer of the Ancillary Stockholders’ Agreement, the Ancillary Stockholders’ Agreement will, assuming due authorization, execution and delivery by Seller, constitute legally valid and binding obligations of Buyer, enforceable against Buyer in accordance with their terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, preference, fraudulent transfer, moratorium or other similar Laws relating to or affecting the rights generally and remedies of creditors and by general equitable principles (whether considered in a proceeding in equity or at law)of equity.

Authority; Enforceability. Each Seller Purchaser has all necessary corporate requisite power and authority to execute and deliver this Agreement and each of the Ancillary Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions Transactions contemplated hereby and thereby. The execution, execution and delivery and performance by each Seller Purchaser of this Agreement and each of the Ancillary Agreements to which Purchaser is a party and the performance by Purchaser of this Agreement and each of the Ancillary Agreements to which it is a party and the consummation by each Seller of the transactions Transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action by Purchaser and no other proceeding on the part of each Seller and no other corporate proceedings on the part of any Seller are Purchaser is necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize this Agreement or any of the Ancillary Agreements to which it Purchaser is a party or to consummate the transactions Transactions contemplated hereby or thereby. Each Seller’s Board of Directors has (i) approved this Agreement and the transactions contemplated hereby, (ii) determined that the terms of this Agreement are fair to and in the best interests of such Seller and its stockholders, and (iii) declared the advisability of this Agreement. This Agreement has been duly executed and delivered by the Sellers, Purchaser and each of the Ancillary Agreement Agreements to which Purchaser is a party will be duly executed and delivered by Purchaser. This Agreement constitutes, and each Seller party theretoof the Ancillary Agreements to which Purchaser is a party, andwhen duly executed and delivered by Purchaser, assuming due authorizationwill constitute, execution and delivery by the other parties hereto and thereto, constitutes or will constitute a legal, valid and binding agreement obligation of each Seller Purchaser, enforceable against each Seller Purchaser 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).

Authority; Enforceability. Each (a) Seller has all necessary corporate the requisite power and authority to enter into, execute and deliver this Agreement and the Ancillary Agreements other Transaction Documents to which it is is, or will be, a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by each Seller of this Agreement and the Ancillary Agreements other Transaction Documents to which it is is, or will be, a party party, and the consummation by each Seller it of the transactions contemplated hereby and thereby thereby, have been duly and validly authorized and approved by all necessary corporate limited liability company action on the part of each Seller Seller, and no other corporate limited liability company proceedings on the part of any Seller are necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize the execution, delivery or performance of this Agreement or the Ancillary Agreements other Transaction Documents to which it is is, or will be, a party or to consummate the transactions contemplated hereby by this Agreement or thereby. Each Seller’s Board of Directors has the other Transaction Documents to which it is, or will be, a party. (ib) approved this This Agreement and the transactions contemplated herebyother Transaction Documents to which Seller is, or will be, a party have been (iior will be, when executed and delivered at the Closing) determined that the terms of this Agreement are fair to and in the best interests of such Seller and its stockholders, and (iii) declared the advisability of this Agreement. This Agreement has been duly executed and delivered by the Sellers, and each Ancillary Agreement will be duly executed and delivered by each Seller party theretoSeller, and, assuming the due authorization, execution and delivery by the other parties hereto and thereto, constitutes this Agreement and each other Transaction Document to which Seller is, or will constitute be, a legalparty constitutes (or will constitute, when executed and delivered at the Closing) the valid and binding agreement of each Seller Seller, enforceable against each Seller in accordance with its terms, subject to the effects of except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyancetransfer, reorganization, moratorium and other similar Laws relating to or affecting creditors’ rights generally and subject, as to enforceability, to legal principles of general applicability governing the availability of equitable remedies, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether such enforceability is considered in a proceeding in equity or at lawLaw) (collectively, “Creditors’ Rights”).

Authority; Enforceability. Each Seller (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a partyAgreement, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyby this Agreement. The execution, delivery and performance by each Seller the Company of this Agreement and the Ancillary Agreements to which it is a party and the consummation by each Seller the Company of the transactions contemplated hereby and thereby by this Agreement have been duly and validly authorized by all necessary corporate action on the part of each Seller Board, and no other corporate proceedings on the part of any Seller the Company are necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize this Agreement or the Ancillary Agreements to which it is a party or to consummate the transactions contemplated hereby or thereby. Each Seller’s by this Agreement (except that consummation of the Merger is subject to adoption of this Agreement by the affirmative vote of a majority of the votes entitled to be cast by the holders of the outstanding shares of Company Common Stock voting together as a single voting group (the "Requisite Shareholder Vote")). (b) The Board of Directors at a duly held meeting has unanimously (i) approved determined that it is in the best interests of the Company and its shareholders, and declared it advisable, to enter into this Agreement, (ii) adopted this Agreement and the consummation of the transactions contemplated hereby, (ii) determined that including the terms of this Agreement are fair to and in the best interests of such Seller and its stockholders, Merger and (iii) declared resolved to recommend that the advisability shareholders of the Company approve the adoption of this Agreement and directed that such matter be submitted for consideration of the shareholders of the Company at the Shareholders Meeting (this clause (iii), the "Board Recommendation"). Assuming the accuracy of the representations and warranties contained in Section 5.9, no "moratorium", "control share acquisition", "business combination", "fair price" or other form of anti-takeover Laws or regulations (collectively, "Takeover Laws") are applicable in the State of Georgia or in any other U.S. or foreign jurisdiction in which any of the Company's Subsidiaries are organized or formed, or to the Company's Knowledge, in any other jurisdiction, to the execution, delivery or performance of this Agreement. , the consummation of the Merger, or the other transactions contemplated by this Agreement. (c) This Agreement has been duly executed and delivered by the Sellers, and each Ancillary Agreement will be duly executed and delivered by each Seller party thereto, Company and, assuming due authorization, execution and delivery by the other parties hereto and theretoparties, constitutes or will constitute a legal, valid and binding agreement of each Seller the Company, enforceable against each Seller 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 lawLaw).

Authority; Enforceability. Each (a) Seller has all necessary requisite corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements each other Transaction Document to which it is will be a party, party and to perform its obligations hereunder and thereunder thereunder, including the consummation of the Transaction and to consummate the other transactions contemplated hereby and therebyby this Agreement. The execution, execution and delivery and performance by each Seller of this Agreement and each such Transaction Document, and the Ancillary Agreements to which it is a party performance by Seller of its obligations hereunder and thereunder, and the consummation by each Seller of the Transaction and other transactions contemplated hereby and thereby by this Agreement, have been, or will have been as of the Closing, duly and validly authorized by all necessary requisite corporate action on action. Each other Seller Entity has, or will have as of the part of Closing, all requisite corporate or other similar applicable power and authority to execute and deliver each Seller and no other corporate proceedings on the part of any Seller are necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize this Agreement or the Ancillary Agreements Transaction Document to which it is will be a party or and to consummate the transactions contemplated hereby or therebyperform its obligations thereunder. Each Seller’s Board The execution and delivery by each other Seller Entity of Directors has (i) approved this Agreement each Transaction Document to which it will be a party, if applicable, and the transactions contemplated herebyperformance by it of its obligations thereunder, have been, or will have been as of the Closing, duly authorized by all requisite corporate or other similar applicable action. (iib) determined that Each of Seller and each other Seller Entity has, or will have as of the terms of this Agreement are fair Closing, all requisite corporate or other similar applicable power and authority to carry on its respective business as it pertains to the Business as currently conducted and to own, lease and operate its properties and assets related to the Business, except where the failure to have such power and authority would not be, individually or in the best interests of such Seller aggregate, material to the Business and its stockholdersthe Purchased Companies (and their Subsidiaries), and taken as a whole. (iiic) declared the advisability of this Agreement. This Agreement has been duly executed and delivered by the SellersSeller and Seller Parent and, assuming this Agreement has been duly executed and delivered by Purchaser, constitutes a valid and binding obligation of Seller and Seller Parent, and each Ancillary Agreement other Transaction Document will be as of the Closing duly executed and delivered by each Seller Entity that will be a party thereto, andthereto and will, assuming due authorizationsuch Transaction Document has been duly executed and delivered by Purchaser, execution and delivery by the other parties hereto and thereto, constitutes or will constitute a legal, valid and binding agreement obligation of such Seller Entity, in each Seller case enforceable against each such Seller Entity in accordance with its terms, subject to the effects of except as enforcement may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, reorganization, moratorium and other or similar Laws relating to or affecting creditors’ rights generally and or by general equitable principles of equity (regardless of whether considered enforcement is sought in a proceeding in equity or at law).

Authority; Enforceability. Each Seller (i) Such Pledgor has all necessary corporate the full right, power and authority to execute pledge its respective Collateral and deliver to grant the security interest in the Collateral as herein provided; (ii) There are no restrictions on the transfer of any Collateral owned by such Pledgor to Agent hereunder, or with respect to any subsequent transfer thereof or realization thereupon by Agent, and each Pledgor hereby waives any restrictions under any Pledged Collateral Agreement or applicable Law or otherwise (other than under any applicable securities laws) which otherwise might apply to the exercise by the Agent of the rights and remedies provided in this Agreement so as to permit (i) such Pledgor to enter into and perform such Pledgor’s obligations under this Agreement and the Ancillary Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by each Seller of this Agreement and the Ancillary Agreements to which it is a party and the consummation by each Seller of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of each Seller and no other corporate proceedings on the part of any Seller are necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize this Agreement or the Ancillary Agreements to which it is a party or to consummate the transactions contemplated hereby or thereby. Each Seller’s Board of Directors has (i) approved this Agreement and the transactions contemplated hereby, (ii) determined that the terms Agent’s exercise of this Agreement are fair to the Agent’s rights and in the best interests of such Seller and its stockholders, and remedies set forth hereunder; (iii) declared the advisability of this Agreement. This Agreement has been duly executed and delivered by constitutes the Sellers, and each Ancillary Agreement will be duly executed and delivered by each Seller party thereto, and, assuming due authorization, execution and delivery by the other parties hereto and thereto, constitutes or will constitute a legal, valid and binding agreement obligation of each Seller enforceable against each Seller such Pledgor in accordance with its termsthe terms hereof and has been duly authorized, subject to the effects of executed and delivered, except as enforceability is limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and or other similar Laws laws relating to or affecting generally the enforcement of creditors’ rights generally and general equitable principles of equity; (whether considered iv) The execution and delivery of this Agreement will not conflict with or result in any breach or contravention of any provision of law, statute, rule or regulation to which any Pledgor is subject or any judgment, order, writ, injunction, license or permit applicable to such Pledgor or any material indenture, mortgage, deed of trust, or other material agreement or instrument to which such Pledgor is a party or by which such Pledgor may be bound, or to which such Pledgor may be subject; and (v) There is no material litigation or administrative proceeding now pending, or to the best of its knowledge threatened in equity writing, against such Pledgor which if adversely decided could materially impair the ability of such Pledgor to pay or at law)perform such Pledgor’s Obligations hereunder.

Authority; Enforceability. Each Seller has all necessary the requisite corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a partyStockholders’ Agreement, to perform its obligations hereunder and thereunder under each such Ancillary Stockholders’ Agreement and to consummate the transactions contemplated hereby and therebyby this Agreement that are to be consummated by Seller. The execution, execution and delivery and performance by each Seller of this Agreement and the Ancillary Agreements to which it is a party Stockholders’ Agreement by Seller and the consummation by each Seller of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action action, and no other corporate proceeding on the part of each Seller and no other corporate proceedings on the part of any Seller are is necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize this Agreement or the Ancillary Agreements to which it is a party or to consummate the transactions contemplated hereby or thereby. Each Seller’s Board of Directors has (i) approved this Agreement and the transactions contemplated hereby, (ii) determined that the terms of this Agreement are fair to and in the best interests of such Seller and its stockholders, and (iii) declared the advisability of this Agreement. This Agreement has been duly executed and delivered by the Sellers, and each Ancillary Agreement will be duly executed and delivered by each Seller party thereto, and, assuming due authorization, execution and delivery by the other parties hereto and theretoBuyer, constitutes or will constitute a legal, legally valid and binding agreement obligation of each Seller Seller, enforceable against each Seller in accordance with its terms, subject to the effects of except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, preference, fraudulent transfer, moratorium and or other similar Laws relating to or affecting creditorsthe rights and remedies of creditors and by general principles of equity. Upon the execution and delivery by Seller of the Ancillary Stockholders’ Agreement, the Ancillary Stockholders’ Agreement will, assuming due authorization, execution and delivery by Buyer, constitute legally valid and binding obligations of Seller, enforceable against Seller in accordance with their terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, preference, fraudulent transfer, moratorium or other similar Laws relating to or affecting the rights generally and remedies of creditors and by general equitable principles (whether considered in a proceeding in equity or at law)of equity.

Authority; Enforceability. Each Seller (a) Purchaser has all necessary requisite corporate or other similar applicable power and authority to execute and deliver this Agreement and the Ancillary Agreements each other Transaction Document to which it is will be a party, and to perform its obligations hereunder and thereunder and to consummate the Transaction and the other transactions contemplated hereby and therebyby this Agreement. The execution, execution and delivery and performance by each Seller Purchaser of this Agreement and the Ancillary Agreements each other Transaction Document to which it is will be a party party, and the performance by Purchaser of its obligations hereunder and thereunder and the consummation by each Seller Purchaser of the Transaction and the other transactions contemplated hereby and thereby by this Agreement, have been, or, with respect to such other Transaction Documents, will have been as of the Closing, duly and validly authorized by all necessary requisite corporate action or other similar applicable action. (b) Purchaser has all requisite corporate or other similar applicable power and authority to carry on the part of each Seller and no other corporate proceedings on the part of any Seller are necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize this Agreement or the Ancillary Agreements to which business as it is a party now being conducted and to own, lease and operate its properties and assets, except where the failure to have such power and authority would not have, individually or to consummate the transactions contemplated hereby or thereby. Each Seller’s Board of Directors has (i) approved this Agreement and the transactions contemplated hereby, (ii) determined that the terms of this Agreement are fair to and in the best interests of such Seller and its stockholdersaggregate, and a Purchaser Material Adverse Effect. (iiic) declared the advisability of this Agreement. This Agreement has been duly executed and delivered by the SellersPurchaser and, assuming this Agreement has been duly executed and delivered by Seller, constitutes a valid and binding obligation of Purchaser, and each Ancillary Agreement other Transaction Document will be duly executed and delivered by Purchaser and will, assuming such Transaction Document has been duly executed and delivered by each Seller Entity that will be a party thereto, and, assuming due authorization, execution and delivery by the other parties hereto and thereto, constitutes or will constitute a legal, valid and binding agreement obligation of Purchaser, in each Seller case enforceable against each Seller Purchaser in accordance with its terms, subject to the effects of except as enforcement may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, reorganization, moratorium and other or similar Laws relating to or affecting creditors’ rights generally and or by general equitable principles of equity (regardless of whether considered enforcement is sought in a proceeding in equity or at law).

Authority; Enforceability. Each Seller of the Acquired Companies has all necessary the requisite corporate or limited liability company power and authority to execute and deliver this Agreement and the Ancillary Agreements Agreement, each other Transaction Document to which it is or will be a party, and each instrument required to be executed and delivered by it at the Closing and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyContemplated Transactions. The execution, execution and delivery and performance by each Seller Acquired Company of this Agreement and the Ancillary Agreements Agreement, each other Transaction Document to which it is or will be a party party, and each instrument required to be executed and delivered by it prior to or at the Closing, the performance of its obligations hereunder and thereunder, and the consummation by each Seller of the transactions contemplated hereby Contemplated Transactions have been duly and thereby validly approved by the board of directors or other applicable governing body of each Acquired Company and have been duly and validly authorized by all necessary corporate action on the part of each Seller and limited liability company action, and no other corporate or limited liability company proceedings on the part of any Seller Acquired Company are necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize this Agreement or the Ancillary Agreements Agreement, any Transaction Document to which it is or will be a party party, or any instrument required to consummate the transactions contemplated hereby or thereby. Each Seller’s Board of Directors has (i) approved this Agreement and the transactions contemplated hereby, (ii) determined that the terms of this Agreement are fair to and in the best interests of such Seller and its stockholders, and (iii) declared the advisability of this Agreement. This Agreement has been duly be executed and delivered by it at the SellersClosing or the consummation of Contemplated Transactions. With respect to each Acquired Company, and each Ancillary Agreement this Agreement, any Transaction Document to which it is or will be duly a party, or any instrument required to be executed and delivered by each Seller party thereto, it at the Closing has been duly and validly executed and delivered by such Acquired Company and, assuming the due authorization, execution and delivery thereof by the other parties hereto Buyer Parties and the Selling Parties who are party thereto, constitutes or will constitute a legal, valid and binding agreement obligation of each Seller such Acquired Company, enforceable against each Seller such Acquired Company in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws laws relating to or affecting creditors’ ' rights generally and general equitable principles (whether considered in a proceeding in equity or at law).

Authority; Enforceability. Each Seller (a) The Company has all necessary corporate power power, capacity and authority to execute and deliver this Agreement and the Ancillary Agreements Documents to which it is a party, to perform its obligations hereunder and thereunder thereunder, and, subject to the adoption of the agreement of merger (as such term is used in Section 251 of the Act) contained in this Agreement by the holders of a majority of the outstanding Shares prior to the consummation of the Merger and the filing of the Certificate of Merger with the Secretary of State of Delaware, to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by each Seller of this Agreement and each of the Ancillary Agreements Documents to which it the Company is a party party, and the consummation by each Seller of the transactions contemplated hereby and thereby thereby, have been duly and validly authorized by all necessary corporate action on the part board of each Seller directors of the Company and no other corporate proceedings on the part of any Seller the Company are necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize this Agreement or the Ancillary Agreements to which it is a party or to consummate the transactions contemplated hereby or thereby. Each Seller’s Board to perform its obligations hereunder, other than, with respect to completion of Directors has the Merger, the adoption of the agreement of merger (ias such term is used in Section 251 of the Act) approved contained in this Agreement by the holders of a majority of the outstanding Shares prior to the consummation of the Merger and the transactions contemplated hereby, (ii) determined that filing of the terms Certificate of this Agreement are fair to and in Merger with the best interests Secretary of such Seller and its stockholders, and (iii) declared the advisability State of this AgreementDelaware. This Agreement has been been, and the Ancillary Documents to which it is a party, when entered into by the Company, will be, duly and validly executed and delivered by the Sellers, and each Ancillary Agreement will be duly executed and delivered by each Seller party thereto, Company and, assuming the due authorization, execution and delivery by the other parties hereto and thereto, constitutes or this Agreement constitutes, and the Ancillary Documents to which the Company is a party, when entered into by the Company, will constitute a constitute, the legal, valid and binding agreement obligations of each Seller the Company enforceable against each Seller the Company in accordance with its their terms, subject except (a) to the effects of extent that enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and or other similar Laws relating to or affecting the enforcement of creditors’ rights generally and general (b) that the availability of equitable principles remedies, including specific performance, is subject to the discretion of the court before which any proceeding thereof may be brought. (whether considered b) The Company’s board of directors (at a meeting or meetings duly called and held) has unanimously (i) determined that the Merger is advisable and fair to and in the best interests of, the stockholders of the Company, (ii) approved and declared advisable this Agreement, including the agreement of merger (as such term is used in Section 251 of the Act) contained in this Agreement, and (iii) resolved to recommend the adoption of the agreement of merger (as such term is used in Section 251 of the Act) contained in this Agreement by the stockholders of the Company. (c) The Stockholder Consent, which constitutes the approval of the holders of a proceeding in equity majority of the issued and outstanding Common Stock of the Company as of its date, is the only vote of the holders of any class or at law)series of the Company’s capital stock or other securities necessary to adopt this Agreement and approve the transactions contemplated by this Agreement, including the Merger.

Authority; Enforceability. Each Seller The Company has all necessary corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a partyAgreement, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by each Seller the Company of this Agreement and the Ancillary Agreements to which it is a party and the consummation by each Seller the Company of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of each Seller the Company and no other corporate proceedings on the part of any Seller the Company are necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize this Agreement or the Ancillary Agreements to which it is a party or to consummate the transactions contemplated hereby or thereby(other than the approval of the transactions contemplated by this Agreement pursuant to an affirmative vote of holders of more than fifty percent (50%) of the outstanding Shares to approve this Agreement and the Cash Merger (the “Requisite Shareholder Vote”)). Each Seller’s The Board of Directors has Directors, at a meeting duly called and held, duly and unanimously adopted resolutions (i) approved adopting this Agreement and the transactions contemplated hereby, (ii) determined determining that the terms of this Agreement are fair to and in the best interests of such Seller and its stockholdersthe Company’s shareholders, and (iii) declared declaring the advisability of this Agreement, and (iv) recommending (the “Board Recommendation”) that the Company’s shareholders vote in favor of approving this Agreement at the Shareholders Meeting (as defined in Section 6.3), which resolutions have not been subsequently rescinded, modified or withdrawn in any way. This Agreement has been duly executed and delivered by the Sellers, and each Ancillary Agreement will be duly executed and delivered by each Seller party thereto, Company and, assuming due authorization, execution and delivery by the other parties hereto and theretohereto, constitutes or will constitute a legal, valid and binding agreement of each Seller the Company, enforceable against each Seller 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 approval of this Agreement by the Requisite Shareholder Vote is the only vote of the holders of any class or series of capital stock, other Equity Interests or Liabilities of the Company, any Company Subsidiary or any Nonprofit Organization necessary to approve this Agreement and the transactions contemplated hereby.

Authority; Enforceability. Each Seller The Company and each Included Subsidiary has all necessary the requisite corporate or limited liability company, as applicable, power and authority to execute and deliver this Agreement and the Ancillary Agreements Agreement, each other Transaction Document to which it is a party, party and each instrument required to be executed and delivered by it prior to or at the Closing and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, execution and delivery by the Company and performance by each Seller Included Subsidiary of this Agreement Agreement, each other Transaction Document and each instrument required to be executed and delivered by it prior to or at the Ancillary Agreements to which it is a party Closing, the performance of its obligations hereunder and thereunder and the consummation by each Seller of the transactions contemplated hereby and thereby have been duly and validly approved by the Company’s or such Included Subsidiary’s board of directors or other governing body and have been duly and validly authorized by all necessary required corporate action on the part of each Seller or limited liability company action, and no other corporate or limited liability company proceedings on the part of any Seller the Company or the Included Subsidiary are necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize this Agreement or the Ancillary Agreements Agreement, any Transaction Document to which it is a party or any instrument required to consummate be executed and delivered by it prior to or at the Closing or the consummation of transactions contemplated hereby or thereby. Each Seller’s Board of Directors has (i) approved this Agreement and the transactions contemplated hereby, (ii) determined that the terms of this Agreement are fair to and in the best interests of such Seller and its stockholders, and (iii) declared the advisability of this Agreement. This Agreement has been duly and validly executed and delivered by the Sellers, Company and each Ancillary Agreement will be duly executed and delivered by each Seller party thereto, Included Subsidiary and, assuming the due authorization, execution and delivery thereof by the other parties hereto Buyer and theretoSellers, constitutes or will constitute a legal, valid and binding agreement obligation of the Company and each Seller Included Subsidiary, enforceable against each Seller it in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law).

Authority; Enforceability. Each Seller The Partnership has all necessary corporate requisite power and authority under the Partnership Agreement and the Delaware LP Act to execute issue, sell and deliver the Series A Preferred Units, in accordance with and upon the terms and conditions set forth in this Agreement and the Ancillary Agreements Partnership Agreement. All limited partnership and limited liability company action, as the case may be, required to which it is a partybe taken by the Partnership Entities or any of their partners or members for the authorization, to perform its obligations hereunder issuance, sale and thereunder delivery of the Series A Preferred Units, the execution and to consummate delivery of the transactions contemplated hereby and thereby. The execution, delivery and performance by each Seller of this Agreement and the Ancillary Agreements to which it is a party Transaction Documents and the consummation by each Seller of the transactions contemplated hereby thereby shall have been validly taken. No approval from the holders of outstanding Common Units is required under the Partnership Agreement or the rules of the NYSE in connection with the Partnership’s issuance and thereby have sale of the Series A Preferred Units to the Purchasers. Each of the Transaction Documents has been duly and validly authorized by all necessary corporate action on the part of each Seller and no other corporate proceedings on the part of any Seller are necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize this Agreement or the Ancillary Agreements to which it is a party or to consummate the transactions contemplated hereby or thereby. Each Seller’s Board of Directors has (i) approved this Agreement and the transactions contemplated hereby, (ii) determined that the terms of this Agreement are fair to and in the best interests of such Seller and its stockholders, and (iii) declared the advisability of this Agreement. This Agreement has been duly or, with respect to the Transaction Documents to be delivered at the Closing, will be, validly executed and delivered by the SellersPartnership or the General Partner, and each Ancillary Agreement will be duly executed and delivered by each Seller party theretoas the case may be, and, assuming due authorizationto the Knowledge of the Enterprise Parties, execution and delivery by the other parties hereto and thereto. Each of the Transaction Documents constitutes, constitutes or will constitute a constitute, the legal, valid and binding agreement obligations of the Partnership or the General Partner, as the case may be, and, to the Knowledge of the Enterprise Parties, each Seller of the parties thereto, in each case enforceable against each Seller in accordance with its terms; provided that, subject with respect to each such agreement, the effects of enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyancetransfer, reorganization, moratorium and other similar Laws relating to or affecting creditors’ rights generally and by general equitable principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Authority; Enforceability. Each Seller has all necessary corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. (a) The execution, delivery and performance by the Company of each Seller of this Agreement and the Ancillary Agreements to which it is a party and the consummation by each Seller of the transactions contemplated hereby and thereby Transaction Documents have been duly and validly authorized by all necessary corporate action. The Company has all requisite power and authority to issue, sell and deliver the Purchased Shares, in accordance with and upon the terms and conditions set forth in this Agreement. On or prior to the Closing Date, all action on required to be taken by the part Company for the authorization, issuance, sale and delivery of each Seller the Purchased Shares, the execution and no other corporate proceedings on delivery of the part Transaction Documents and the consummation of any Seller are necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize this Agreement or the Ancillary Agreements to which it is a party or to consummate the transactions contemplated hereby thereby shall have been validly taken. No approval from the holders of outstanding Common Shares is required under the Organizational Documents of the Company or therebythe rules of NASDAQ in connection with the Company’s issuance and sale of the Purchased Shares to the Purchasers. 15 (b) Each Seller’s Board of Directors has (i) approved this Agreement and the transactions contemplated hereby, (ii) determined that the terms of this Agreement are fair to and in the best interests of such Seller and its stockholders, and (iii) declared the advisability of this Agreement. This Agreement Transaction Documents has been or, when delivered hereunder, will have been, duly executed and delivered by the SellersCompany. Each of the Transaction Documents constitutes, and each Ancillary Agreement will be duly executed and delivered by each Seller party thereto, and, assuming due authorization, execution and delivery by the other parties hereto and thereto, constitutes or will constitute constitute, a legal, valid and binding agreement obligation of each Seller the Company, enforceable against each Seller in accordance with its terms; provided that, subject with respect to each such agreement, the effects of enforceability thereof may be limited by applicable bankruptcy, insolvency, fraudulent conveyancetransfer, reorganization, moratorium and other or similar Laws relating from time to or time in effect affecting the enforcement of creditors’ rights and remedies generally and by general equitable principles of equity (regardless of whether such principles are considered in a proceeding in equity or at law). (c) Subject to the accuracy of the representations and warranties of each Purchaser set forth in Article IV hereof, the Company has taken all action necessary to exempt from the registration requirements of the Securities Act the issuance and sale of the Purchased Shares. The Company has taken, or prior to Closing will take, all action reasonably necessary to exempt the Purchasers from the provisions of any stockholder rights plan or other “poison pill” arrangement, any anti-takeover, business combination or control share law or statute binding on the Company or to which the Company or any of its assets and properties may be subject and any provision of the Company’s Organizational Documents that is or would reasonably be expected to become applicable to the Purchasers as a result of the transactions contemplated hereby, including without limitation, the issuance of the Purchased Shares and the ownership, disposition or voting of the Purchased Shares by the Purchasers or the exercise of any right granted to the Purchasers pursuant to this Agreement or the other Transaction Documents. (d) As of the date of this Agreement, the ▇▇▇▇▇ Purchase Agreement and the Debt Commitment Letter are in full force and effect and constitute the legal, valid and binding obligation of the Company and its Subsidiaries, as applicable, enforceable in accordance with its terms; provided that, with respect to each such agreement, the enforceability thereof may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar Laws from time to time in effect affecting the enforcement of creditors’ rights and remedies generally and by general principles of equity (regardless of whether such principles are considered in a proceeding in equity or at law).

Authority; Enforceability. (a) Each Seller of the Sabine Parties has all necessary corporate the requisite corporate, limited partnership or limited liability company power and authority to execute and deliver this Agreement and the Ancillary other Transaction Agreements to which it is a party and to consummate the transactions contemplated by this Agreement and the other Transaction Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, execution and delivery and performance by each Seller Sabine Party of this Agreement and the Ancillary other Transaction Agreements to which it is a party and the consummation by each Seller Sabine Party of the transactions contemplated hereby by this Agreement and thereby the other Transaction Agreements to which it is a party have been been, or, in the case of Transaction Agreements to be delivered after the Execution Date, will be, duly and validly authorized by all necessary corporate action on the part of each Seller such Sabine Party, and no other corporate corporate, limited partnership or limited liability company proceedings on the part of any Seller are either Sabine Party is necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize this Agreement or and the Ancillary Agreements other Transaction Agreement to which it is a party or to consummate the transactions contemplated hereby or thereby. Each Seller’s Board of Directors has (i) approved by this Agreement and the transactions contemplated herebyother Transaction Agreement to which it is a party. (b) This Agreement and the other Transaction Agreements to which a Sabine Party is a party have been, (ii) determined that the terms of this Agreement are fair to and or, in the best interests case of such Seller and its stockholdersTransaction Agreements to be delivered after the Execution Date, and (iii) declared the advisability of this Agreement. This Agreement has been will be, duly executed and delivered by the Sellerssuch Sabine Party and, and each Ancillary Agreement will be duly executed and delivered by each Seller party theretoif applicable, its equityholders, and, assuming the due authorization, execution and delivery by the other parties hereto and Forest Parties party thereto, constitutes or will this Agreement and the other Transaction Agreements to which a Sabine Party is a party constitute a legal, the valid and binding agreement of each Seller such Sabine Party, enforceable against each Seller such Sabine Party in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting creditorsexcept as such enforceability may be limited by Creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law)Rights.

Authority; Enforceability. Each Seller TeleCorp has all necessary corporate power and authority to execute and deliver this Agreement, the Tritel Voting Agreement, the Stockholders Agreement, the Investors Stockholder Agreement and each other agreement or instrument required to be executed and delivered by it at the Ancillary Agreements to which it is Closing (each, including the TeleCorp Voting Agreement, the License Extension Amendment, the Indus Amendments, the Airadigm Assignment and the Indus Assignment, a party"Related Agreement"), and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, execution and delivery and performance by each Seller TeleCorp of this Agreement and the Ancillary Agreements each Related Agreement to which it is a party party, the performance of its obligations hereunder and thereunder, and the consummation by each Seller TeleCorp of the transactions contemplated hereby and thereby thereby, have been duly and validly authorized by all necessary corporate action on the part of each Seller and no other corporate proceedings on the part of any Seller TeleCorp are necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize this Agreement or the Ancillary Agreements any Related Agreement to which it is a party or to consummate the transactions contemplated hereby or thereby. Each Seller’s Board so contemplated, other than the approval and authorization of Directors has (i) approved this Agreement and the transactions contemplated herebyFirst Merger by votes of the holders of a majority of the outstanding shares of TeleCorp Capital Stock entitled to vote thereon in accordance with the DGCL, TeleCorp's Certificate of Incorporation and By-laws, and the Special Vote (ii) determined that the terms as defined below). Each of this Agreement are fair and the Related Agreements to and in the best interests of such Seller and its stockholders, and (iii) declared the advisability of this Agreement. This Agreement which TeleCorp is a party has been duly and validly executed and delivered by the Sellers, and each Ancillary Agreement will be duly executed and delivered by each Seller party thereto, TeleCorp and, assuming the due authorization, execution and delivery thereof by the all other parties hereto and theretoto each such agreement, constitutes or will constitute a legal, valid and binding agreement obligation of each Seller enforceable against each Seller TeleCorp 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).

Authority; Enforceability. (a) Each of Seller and the Purchased Entity has all necessary corporate requisite corporate, limited liability company or other entity, as applicable, power and authority to execute and deliver this Agreement and the Ancillary Agreements each other Transaction Document to which it is or will be a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, execution and delivery and performance by each of Seller and the Purchased Entity of this Agreement and the Ancillary Agreements each other Transaction Document to which it is or will be a party party, the performance by each of Seller and, prior to Closing, the Purchased Entity, of its obligations hereunder and thereunder, and the consummation by each of Seller and the Purchased Entity of the transactions contemplated hereby and thereby (including the Pre-Closing Restructuring Steps), have been been, or, with respect to such other Transaction Documents to be entered into as of the Closing, will be as of the Closing, duly and validly authorized by all necessary requisite corporate, limited liability company or other entity, as applicable, action. Each other Seller Entity has, or will have as of the Closing, all requisite corporate action on the part of or other similar applicable power and authority to execute and deliver each Seller and no other corporate proceedings on the part of any Seller are necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize this Agreement or the Ancillary Agreements Transaction Document to which it is or will be a party or party, to perform its obligations thereunder and to consummate the transactions contemplated hereby or thereby. Each Seller’s Board The execution and delivery by each other Seller Entity of Directors has (i) approved this Agreement each Transaction Document to which it is or will be a party, the performance by it of its obligations thereunder and the consummation by it of the transactions contemplated herebythereby (including the Pre-Closing Restructuring), have been, or with respect to such Transaction Documents to be entered into as of the Closing, will be as of the Closing, duly and validly authorized by all requisite corporate or other similar applicable action. (iib) determined that Each of Seller and each other Seller Entity has, or, with respect to a New Subsidiary, will have as of the terms of this Agreement are fair Closing, all requisite corporate or other similar applicable power and authority to carry on its business as it pertains to the Business as currently conducted and to own, lease and operate its properties and assets related to the Business, except where the failure to have such power and authority would not have, individually or in the best interests of such Seller and its stockholdersaggregate, and a Business Material Adverse Effect. (iiic) declared the advisability of this Agreement. This Agreement has been duly executed and delivered by Seller and the SellersPurchased Entity and, assuming this Agreement has been duly executed and delivered by Purchaser and Debt Merger Subs, constitutes a valid and binding obligation of Seller and the Purchased Entity, and each Ancillary Agreement other Transaction Document has been or will be as of the Closing, duly executed and delivered by each Seller Entity or the Purchased Entity, as applicable, that is or will be a party thereto, thereto and, assuming due authorization, execution such Transaction Document has been duly executed and delivery delivered by the each other parties hereto and party thereto, constitutes or will constitute a legal, valid and binding agreement obligation of such Seller Entity or the Purchased Entity, in each Seller case enforceable against each such Seller Entity or the Purchased Entity in accordance with its terms, subject to the effects of except as enforcement may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, reorganization, moratorium and other or similar Laws relating to or affecting creditors’ rights generally and or by general equitable principles of equity (regardless of whether considered enforcement is sought in a proceeding in equity or at law).

Authority; Enforceability. Each (a) Seller has all necessary the requisite corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements each other Transaction Agreement to which it is a party, to perform its obligations hereunder and thereunder under each other Transaction Agreement to which it is a party and to consummate the transactions contemplated hereby Transactions in accordance with the terms of this Agreement and therebyeach other Transaction Agreement to which it is a party. The execution, delivery and performance by each Seller of this Agreement and the Ancillary Agreements each other Transaction Agreement to which it is a party and the consummation by each Seller of the transactions contemplated hereby and thereby Transactions have been duly and validly authorized by all necessary corporate action on the part of each Seller and no other corporate proceedings on the part of any Seller are necessary pursuant to its governing documents such authorization has not been subsequently modified or the laws of its jurisdiction of incorporation to authorize this Agreement or the Ancillary Agreements to which it is a party or to consummate the transactions contemplated hereby or thereby. Each Seller’s Board of Directors has rescinded. (ib) approved this Agreement and the transactions contemplated hereby, (ii) determined that the terms of this Agreement are fair to and in the best interests of such Seller and its stockholders, and (iii) declared the advisability of this Agreement. This Agreement has been duly and validly executed and delivered by the Sellers, Seller and each Ancillary Agreement will be duly executed and delivered by each Seller party thereto, andconstitutes, assuming due authorization, execution and delivery of this Agreement by Purchaser, a valid and binding legal obligation of Seller, enforceable against Seller in accordance with the terms hereof, in each case, subject to the Bankruptcy and Equity Exception. Assuming due authorization, execution and delivery of each other Transaction Agreement to which Seller is a party by the other parties hereto and thereto, constitutes or each such Transaction Agreement will constitute a legal, valid and binding agreement legal obligation of each Seller Seller, enforceable against each Seller in accordance with its termsthe terms thereof, in each case, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium Bankruptcy 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)Equity Exception.

Authority; Enforceability. Each Seller (a) UMC has all necessary corporate power and authority to execute and deliver this Agreement Agreement, and each instrument required hereby and thereby to be executed and delivered by it at the Ancillary Agreements Closing and, subject to which it is a partythe receipt of the UMC Shareholder Approvals, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, execution and delivery and performance by each Seller UMC of this Agreement and each instrument required hereby to be executed and delivered by UMC at the Ancillary Agreements to which it is a party Closing, the performance of its obligations hereunder and thereunder, and the consummation by each Seller of the transactions contemplated hereby and thereby have been duly and validly authorized by the Board of Directors of UMC, and have been duly and validly authorized by all necessary requisite corporate action on action, except for the part receipt of each Seller and the UMC Shareholder Approvals. Except for receipt of the UMC Shareholder Approvals, no other corporate proceedings on the part of any Seller UMC are necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize this Agreement or the Ancillary Agreements to which it is a party or to consummate the transactions contemplated hereby or thereby. Each Seller’s Board consummation of Directors has (i) approved this Agreement and the transactions contemplated hereby, (ii) determined that the terms of this Agreement are fair to and in the best interests of such Seller and its stockholders, and (iii) declared the advisability of this Agreement. This Agreement has been duly executed and delivered by the Sellers, and each Ancillary Agreement will be duly executed and delivered by each Seller party thereto, of UMC and, assuming due authorization, execution and delivery hereof by the other parties hereto Company and theretoBest Elite, constitutes or will constitute a legal, valid and binding agreement obligation of each Seller UMC, enforceable against each Seller UMC in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws laws relating to or affecting creditors’ rights generally and generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. (b) When the UMC Ordinary Shares to be issued as the Share Consideration are issued, if any, such UMC Ordinary Shares will be validly issued, fully paid and non-assessable, and when delivered pursuant to Section 1.9(b), shall have been listed for trading on the Taiwan Stock Exchange, free and clear of any Liens or other restrictions whatsoever, except as explicitly contemplated by this Agreement or imposed by applicable Law or by the act(s) of the recipient of such UMC Ordinary Shares. (c) When the UMC ADSs to be issued as the Share Consideration, if any, are issued, such UMC ADSs will be validly issued, fully paid and non-assessable, free and clear of any Liens or other restrictions whatsoever, except as explicitly contemplated by this Agreement or imposed by applicable Law or by the act(s) of the recipient of such UMC ADSs.

Authority; Enforceability. Each Seller Buyer Party has all necessary corporate requisite power and authority to execute and deliver this Agreement and each of the Ancillary Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, execution and delivery and performance by each Seller Buyer Party of this Agreement and each of the Ancillary Agreements to which it is a party party, the performance by each Buyer Party of this Agreement and each of the Ancillary Agreements to which it is a party, and the consummation by each Seller of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate or limited liability company action on the part of each Seller (as applicable) by such Buyer Party and no other corporate proceedings or limited liability company proceeding (as applicable) on the part of any Seller are Buyer Party is necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize this Agreement or and each of the Ancillary Agreements to which it is a party party, or to consummate the transactions contemplated hereby or thereby. Each Seller’s Board of Directors has (i) approved this Agreement and the transactions contemplated hereby, (ii) determined that the terms of this Agreement are fair to and in the best interests of such Seller and its stockholders, and (iii) declared the advisability of this Agreement. This Agreement has been duly executed and delivered by the Sellers, each Buyer Party and each of the Ancillary Agreement Agreements to which such Buyer Party is a party will be duly executed and delivered by such Buyer Party, as applicable. This Agreement constitutes, and each Seller of the Ancillary Agreements to which each Buyer Party is a party theretowhen duly executed and delivered by such Buyer Party will constitute, and, assuming due authorization, execution and delivery by the other parties hereto and thereto, constitutes or will constitute a legal, valid and binding agreement obligation of each Seller such Buyer Party, enforceable against each Seller such Buyer Party in accordance with its terms, subject to the effects of except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other or similar Laws relating to or laws affecting creditors’ rights generally and by general equitable principles (regardless of whether considered enforcement is sought in a proceeding at law or in equity or at lawequity).

Authority; Enforceability. Each Asset Seller and Company, as applicable, has all necessary corporate power and authority to execute and deliver this Agreement and the Ancillary Transaction Agreements to which it is a party, to perform its obligations hereunder and thereunder thereunder, and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by each Seller of this Agreement Agreement, and by each Asset Seller and Company, as applicable, of the Ancillary Transaction Agreements to which it is a party party, and the consummation by each Seller of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of each Asset Seller and Company, and no other corporate proceedings on the part of any each Asset Seller or Company are necessary pursuant to its governing documents or the laws Laws of its jurisdiction of incorporation organization to authorize this Agreement or the Ancillary Transaction Agreements to which it is a party or to consummate the transactions contemplated hereby or thereby. Each Seller’s Board of Directors has (i) approved this Agreement and the transactions contemplated hereby, (ii) determined that the terms of this Agreement are fair to and in the best interests of such Seller and its stockholders, and (iii) declared the advisability of this Agreement. This Agreement has been duly executed and delivered by the SellersSeller, and each Ancillary Transaction Agreement to which each Asset Seller and Company is a party will be duly executed and delivered by each that Asset Seller party theretoor Company, and, assuming due authorization, execution and delivery by Purchaser or the other parties hereto and theretothereto (other than any Asset Seller or Company), constitutes or will constitute a legal, valid and binding agreement of each that Asset Seller enforceable or Company, against each that Asset Seller or 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 (principles, whether considered in a proceeding in equity or at lawlaw (collectively, the “General Enforceability Exceptions”).

Authority; Enforceability. Each Seller (a) Purchaser has all necessary requisite corporate or other similar applicable power and authority to execute and deliver this Agreement and the Ancillary Agreements each other Transaction Document to which it is will be a party, and to perform its obligations hereunder and thereunder thereunder, including the consummation of the Transaction and to consummate the other transactions contemplated hereby and therebyby this Agreement. The execution, execution and delivery and performance by each Seller Purchaser of this Agreement and the Ancillary Agreements each other Transaction Document to which it is will be a party party, and the performance by Purchaser of its obligations hereunder and thereunder, and the consummation by each Seller Purchaser of the Transaction and the other transactions contemplated hereby and thereby by this Agreement, have been, or will have been as of the Closing, duly and validly authorized by all necessary requisite corporate action on the part of each Seller and no or other corporate proceedings on the part similar applicable action. No vote of any Seller are necessary pursuant to its governing documents stockholders or the laws other equity holders of Purchaser or any of its jurisdiction Affiliates is required for the execution of incorporation to authorize this Agreement or the Ancillary Agreements to which it is a party consummation of the Transaction or to consummate the transactions contemplated hereby or thereby. Each Seller’s Board of Directors has (i) approved this Agreement and the other transactions contemplated hereby. (b) Purchaser has all requisite corporate or other similar applicable power and authority to carry on its business as it is now being conducted and to own, (ii) determined that lease and operate its properties and assets, except where the terms of this Agreement are fair failure to have such power and authority would not have, individually or in the best interests of such Seller and its stockholdersaggregate, and a Purchaser Material Adverse Effect. (iiic) declared the advisability of this Agreement. This Agreement has been duly executed and delivered by the SellersPurchaser and, assuming this Agreement has been duly executed and delivered by Seller, constitutes a valid and binding obligation of Purchaser, and each Ancillary Agreement other Transaction Document will be duly executed and delivered by Purchaser and will, assuming such Transaction Document has been duly executed and delivered by each Seller Entity that will be a party thereto, and, assuming due authorization, execution and delivery by the other parties hereto and thereto, constitutes or will constitute a legal, valid and binding agreement obligation of Purchaser, in each Seller case enforceable against each Seller Purchaser in accordance with its terms, subject to the effects of except as enforcement may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, reorganization, moratorium and other or similar Laws relating to or affecting creditors’ rights generally and or by general equitable principles of equity (regardless of whether considered enforcement is sought in a proceeding in equity or at law).

Authority; Enforceability. Each The Seller has all necessary and Argan have the requisite corporate power and authority and legal capacity to execute and deliver this Agreement and each Transaction Document contemplated hereunder to be executed and delivered by Seller and/or Argan, as the Ancillary Agreements to which it is a partycase may be, to perform its obligations hereunder and thereunder on or before the Closing Date, and to consummate the transactions contemplated hereby and therebyto comply with the provisions hereof and thereof. The execution, delivery and performance by each Seller and/or Argan, as the case may be, of this Agreement and the Ancillary Agreements Transaction Documents contemplated hereunder to which it is a party be executed and delivered by Seller and/or Argan, as the case may be, on or before the Closing Date, the consummation by each Seller and/or Argan, as the case may be, of the transactions contemplated hereby and thereby thereby, and the compliance by Seller and/or Argan, as the case may be, with the provisions hereof and thereof, have been duly and validly authorized by all necessary corporate action on the part of each Seller and/or Argan, as the case may be, and no other corporate proceedings action on the part of any Seller are or Argan is necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize this Agreement or the Ancillary Agreements to which it is a party and such Transaction Documents or to consummate the transactions contemplated hereby or and thereby. Each Seller’s Board of Directors has (i) approved this Agreement and the transactions contemplated hereby, (ii) determined that the terms of this Agreement are fair to and in the best interests of such Seller and its stockholders, and (iii) declared the advisability of this Agreement. This Agreement has been been, and each Transaction Document contemplated hereunder to be executed and delivered by Seller and/or Argan, as the case may be, on or before the Closing Date will have been, duly executed and delivered by Seller and/or Argan, as the Sellers, and each Ancillary Agreement will be duly executed and delivered by each Seller party theretocase may be, and, assuming the due authorization, execution and delivery by the other parties hereto and theretoBuyer, constitutes or will constitute upon such execution and delivery a legal, valid and binding agreement obligation of each Seller and/or Argan, as the case may be, enforceable against each Seller and/or Argan, as the case may be, 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).

Authority; Enforceability. Each Seller Company has all necessary the corporate power and ------------------------- authority to execute and deliver enter into this Agreement (and the Ancillary Agreements to which it is a party, to perform its obligations hereunder all agreements and thereunder instruments contemplated hereby) and to consummate the transactions contemplated hereby and thereby. The executionhereby, delivery and performance by each Seller subject to the approval of this Agreement by the Shareholders of the Company at the Special Meeting. Subject to such approval the execution and the Ancillary Agreements to which it is a party delivery of this Agreement (and all agreements and instruments contemplated hereby) and the consummation by each Seller of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of each Seller Company. Pursuant to the Voting Agreements, holders of shares totaling at least 67% of the issued and no outstanding common stock of the Company have approved this Agreement, the Merger and the other corporate proceedings on the part of any Seller are necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize this Agreement or the Ancillary Agreements to which it is a party or to consummate the transactions contemplated hereby or thereby. Each Seller’s Board of Directors has and thereby (i) approved this Agreement and provided, however, that such approval does not constitute the transactions contemplated hereby, (ii) determined that the terms approval of this Agreement are fair by the Shareholders of the Company at the Special Meeting) and have agreed to and vote their shares in the best interests of such Seller and its stockholders, and (iii) declared the advisability favor of this Agreement, the Merger and the other transactions contemplated hereby and thereby. This Agreement (and all agreements and instruments contemplated hereby) has been (or, in the case of any agreements or instruments to be executed at or prior to Closing, will be) duly executed and delivered by the Sellers, Company and each Ancillary Agreement will be duly constitutes (or when executed and delivered by each Seller party thereto, and, assuming due authorization, execution and delivery by will constitute) the other parties hereto and thereto, constitutes or will constitute a legal, valid and binding agreement obligation of each Seller Company, enforceable against each Seller it in accordance with its terms, subject to the effects of except (i) as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and or other similar Laws laws affecting or relating to or affecting enforcement of creditors’ ' rights generally and general (ii) as the remedy of specific performance and injunction and other forms of equitable principles relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought (whether considered the foregoing in a proceeding in equity or at lawclauses (i) and (ii), the "Enforceability Exceptions").

Authority; Enforceability. Each of the Seller Parties has all necessary corporate the requisite power and authority to execute and deliver this Agreement and the Ancillary Agreements Agreement, each other Transaction Document to which it is a partyparty and each instrument required to be executed and delivered by it hereunder, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, execution and delivery and performance by each the Seller of this Agreement Agreement, each other Transaction Document and each instrument required to be executed and delivered by it hereunder, the Ancillary Agreements to which it is a party performance of its obligations hereunder and thereunder and the consummation by each Seller of the transactions contemplated hereby and thereby have been duly and validly approved and authorized by all necessary corporate action, and no other corporate action on the part of each the Seller and no other corporate proceedings on the part of any Seller are is necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize this Agreement or the Ancillary Agreements Agreement, any other Transaction Document to which it the Seller is a party or any instrument required to consummate be executed and delivered by it hereunder or the consummation of transactions contemplated hereby or thereby. Each Seller’s Board of Directors has (i) approved this Agreement and the transactions contemplated hereby, (ii) determined that the terms of this Agreement are fair to and in the best interests of such Seller and its stockholders, and (iii) declared the advisability of this Agreement. This Agreement has been duly and validly executed and delivered by the Sellers, and each Ancillary Agreement will be duly executed and delivered by each Seller party thereto, Parties and, assuming the due authorization, execution and delivery thereof by the other parties hereto and theretoPurchaser, constitutes or will constitute a legal, valid and binding agreement obligation of each the Seller Parties, enforceable against each Seller them 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).

Authority; Enforceability. Each Seller has all necessary corporate power and authority to execute and deliver this Agreement and Seller, the Ancillary Company and each of the Company’s Subsidiaries have all necessary corporate power and authority to execute and deliver each of the Transaction Agreements with respect to which it such Person is a party, to perform its such Person’s obligations hereunder and thereunder thereunder, as the case may be, and to consummate the transactions contemplated hereby and thereby, as the case may be. The execution, delivery and performance by each Seller of this Agreement and the Ancillary Transaction Agreements to which it is a party and the consummation by each Seller of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of each Seller Seller, the Company and the Company’s Subsidiaries, as applicable, and no other corporate proceedings action on the part of any Seller are such Person or such Person’s board of directors (or the equivalent thereof) is necessary pursuant to its governing documents or the laws Laws of its jurisdiction of incorporation organization to authorize this Agreement or the Ancillary Agreements to which it is a party Transaction Agreements, as applicable, or to consummate the transactions contemplated hereby or thereby. Each Seller’s Board of Directors has (i) approved this Agreement and the transactions contemplated hereby, (ii) determined that the terms of this Agreement are fair to and in the best interests of such Seller and its stockholders, and (iii) declared the advisability of this Agreementas applicable. This Agreement has been duly executed and delivered by the SellersSeller, and each Ancillary Transaction Agreement will be duly executed and delivered by each Seller of Seller, the Company and the Company’s Subsidiaries to the extent a party thereto, thereto and, assuming due authorization, execution and delivery by the other parties hereto and theretoPurchaser, constitutes or will constitute a legal, valid and binding agreement of each Seller Seller, the Company, and the Subsidiaries, as applicable, enforceable against each Seller such Person 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 (principles, whether considered in a proceeding in equity or at lawlaw (collectively, the “General Enforceability Exceptions”).

Authority; Enforceability. Each Seller (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a partyAgreement, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyby this Agreement. The execution, delivery and performance by each Seller the Company of this Agreement and the Ancillary Agreements to which it is a party and the consummation by each Seller the Company of the transactions contemplated hereby and thereby by this Agreement have been duly and validly authorized by all necessary corporate action on the part of each Seller Board, and no other corporate proceedings on the part of any Seller the Company are necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize this Agreement or the Ancillary Agreements to which it is a party or to consummate the transactions contemplated hereby or thereby. Each Seller’s by this Agreement (except that consummation of the Merger is subject to adoption of this Agreement by the affirmative vote of a majority of the votes entitled to be cast by the holders of the outstanding shares of Company Common Stock voting together as a single voting group (the “Requisite Shareholder Vote”)). (b) The Board of Directors at a duly held meeting has unanimously (i) approved determined that it is in the best interests of the Company and its shareholders, and declared it advisable, to enter into this Agreement, (ii) adopted this Agreement and the consummation of the transactions contemplated hereby, (ii) determined that including the terms of this Agreement are fair to and in the best interests of such Seller and its stockholders, Merger and (iii) declared resolved to recommend that the advisability shareholders of the Company approve the adoption of this Agreement and directed that such matter be submitted for consideration of the shareholders of the Company at the Shareholders Meeting (this clause (iii), the “Board Recommendation”). Assuming the accuracy of the representations and warranties contained in Section 5.9, no “moratorium”, “control share acquisition”, “business combination”, “fair price” or other form of anti-takeover Laws or regulations (collectively, “Takeover Laws”) are applicable in the State of Georgia or in any other U.S. or foreign jurisdiction in which any of the Company’s Subsidiaries are organized or formed, or to the Company’s Knowledge, in any other jurisdiction, to the execution, delivery or performance of this Agreement. , the consummation of the Merger, or the other transactions contemplated by this Agreement. (c) This Agreement has been duly executed and delivered by the Sellers, and each Ancillary Agreement will be duly executed and delivered by each Seller party thereto, Company and, assuming due authorization, execution and delivery by the other parties hereto and theretoparties, constitutes or will constitute a legal, valid and binding agreement of each Seller the Company, enforceable against each Seller 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 lawLaw).

Authority; Enforceability. (a) Each Seller of Georgia and each Merger Sub has all necessary corporate requisite corporate, limited liability company or other entity, as applicable, power and authority to execute and deliver this Agreement and the Ancillary Agreements each other Transaction Document to which it is or will be a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, execution and delivery and performance by each Seller of Georgia and each Merger Sub of this Agreement and the Ancillary Agreements each other Transaction Document to which it is or will be a party party, the performance by each of Georgia and each Merger Sub of its obligations hereunder and thereunder, and the consummation by each Seller of Georgia and each Merger Sub of the transactions contemplated hereby and thereby thereby, have been been, or, with respect to such other Transaction Documents to be entered into as of the Closing, will be as of the Closing, duly and validly authorized by all necessary corporate action on requisite corporate, limited liability company or other entity, as applicable, action, subject only, with respect to the part Mergers, the adoption and approval of the Mergers by Georgia in its capacity as the sole equityholder of each Seller and no other corporate proceedings on the part of any Seller are necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize this Agreement or the Ancillary Agreements to which it is a party or to consummate the transactions contemplated hereby or thereby. Each Seller’s Board of Directors has Merger Sub. (ib) approved this Agreement and the transactions contemplated hereby, (ii) determined that the terms of this Agreement are fair to and in the best interests of such Seller and its stockholders, and (iii) declared the advisability of this Agreement. This Agreement has been duly executed and delivered by Georgia and each Merger Sub and, assuming this Agreement has been duly executed and delivered by the Sellersother Parties, constitutes a valid and binding obligation of Georgia and each Merger Sub, and each Ancillary Agreement other Transaction Document (to which Georgia or such Merger Sub are or will be a party) has been or will be as of the Closing, duly executed and delivered by each Seller party theretoof Georgia and/or each Merger Sub, as applicable, and, assuming due authorization, execution such Transaction Document has been duly executed and delivery delivered by the each other parties hereto and party thereto, constitutes or will constitute a legal, valid and binding agreement obligation of Georgia or each Seller Merger Sub, as applicable, in each case enforceable against each Seller Georgia or such Merger Sub, as applicable, in accordance with its terms, subject to the effects of except as enforcement may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, reorganization, moratorium and other or similar Laws relating to or affecting creditors’ rights generally and or by general equitable principles of equity (regardless of whether considered enforcement is sought in a proceeding in equity or at law) (the “Enforceability Exceptions”).

Authority; Enforceability. (a) Each Seller has all necessary the requisite corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements Transfer of Securities to which it is will be a party, to perform its obligations hereunder and thereunder and to consummate the transactions Transactions contemplated hereby and therebythereby in accordance with the terms of this Agreement and the applicable Transfer of Securities. The execution, delivery and performance by each such Seller of this Agreement and the Ancillary Agreements Transfer of Securities to which it is will be a party and the consummation by each Seller of the transactions Transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of each such Seller and no other such authorization has not been subsequently modified or rescinded. (b) Each Seller has the requisite corporate proceedings power and authority to execute and deliver each Ancillary Transaction Document to which it is or will be a party, to perform its obligations under each Ancillary Transaction Document to which it is or will be a party and to consummate the Transactions contemplated by each Ancillary Transaction Document in accordance with the terms of such Ancillary Transaction Document to which it is or will be a party. The execution, delivery and performance by such Seller of each Ancillary Transaction Document to which it is or will be a party and the consummation of the Transactions contemplated thereby have been duly and validly authorized by all necessary corporate action on the part of any Seller are necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize this Agreement or the Ancillary Agreements to which it is a party or to consummate the transactions contemplated hereby or thereby. Each Seller’s Board of Directors has (i) approved this Agreement and the transactions contemplated hereby, (ii) determined that the terms of this Agreement are fair to and in the best interests of such Seller and its stockholderssuch authorization has not been subsequently modified or rescinded. For the avoidance of doubt, this Section 4.2(b) does not relate to the Sellers’ power and (iii) declared authority to execute, deliver and consummate, or the advisability authorization on the part of the Sellers of, this Agreement. , the Transfer of Securities and the Transactions contemplated hereby and thereby, which shall be exclusively covered by Section 4.2(a). (c) This Agreement has been duly and validly executed and delivered by the Sellers, such Seller and each Ancillary Agreement will be duly executed and delivered by each Seller party thereto, andconstitutes, assuming due authorization, execution and delivery of this Agreement by Buyer, a valid and binding legal obligation of such Seller, enforceable against such Seller in accordance with the terms hereof, in each case, subject to the Bankruptcy and Equity Exception. Assuming due authorization, execution and delivery of the Transfer of Securities to which such Seller will be a party by the other parties hereto and thereto, constitutes or such Transfer of Securities will constitute a legal, valid and binding agreement legal obligation of each Seller such Seller, enforceable against each such Seller in accordance with its termsthe terms thereof, in each case, subject to the effects Bankruptcy and Equity Exception. (d) Assuming due authorization, execution and delivery of bankruptcyeach Ancillary Transaction Document to which such Seller is or will be a party by the other parties thereto, insolvencyeach such applicable Ancillary Transaction Document will constitute a valid and binding legal obligation of such Seller, fraudulent conveyanceenforceable against such Seller in accordance with the terms thereof, reorganizationin each case, moratorium subject to the Bankruptcy and other similar Laws relating Equity Exception. For the avoidance of doubt, this Section 4.2(d) does not relate to the validity, binding nature or affecting creditors’ rights generally and general equitable principles (whether considered enforceability of this Agreement or the Transfer of Securities in a proceeding in equity or at lawrespect of the Sellers, which shall be exclusively covered by Section 4.2(c). (e) The Company has the requisite corporate power and authority to execute each Transaction Document to which it is or will be a party, to perform its obligations under each Transaction Document to which it is or will be a party and to consummate the Transactions in accordance with the terms of the Transaction Document to which it is or will be a party. The execution, delivery and performance by the Company of the Transaction Document to which it is or will be a party and the consummation of the Transactions have been, or will be as of or before the Closing Date, duly and validly authorized by all necessary corporate action on the part of the Company and such authorization has not been subsequently modified or rescinded. (f) Assuming due authorization, execution and delivery of each other Transaction Document to which the Company is or will be a party by the other parties thereto, each such applicable Transaction Document will constitute a valid and binding legal obligation of the Company, enforceable against the Company in accordance with the terms thereof, in each case, subject to the Bankruptcy and Equity Exception.

Authority; Enforceability. Each Seller Buyer has all necessary corporate requisite limited liability company power and authority to execute and deliver this Agreement and the Ancillary Agreements Transaction Documents to which it is or will be a party, party and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The , and all limited liability company action required on the part of Buyer for such execution, delivery and performance by each Seller of this Agreement and the Ancillary Agreements to which it is a party and the consummation by each Seller of the transactions contemplated hereby and thereby have has been duly and validly authorized by all necessary corporate action on taken. Each of the part of each Seller and no other corporate proceedings on the part of any Seller are necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize this Agreement or the Ancillary Agreements Transaction Documents to which it Buyer is or will be a party or to consummate the transactions contemplated hereby or thereby. Each Seller’s Board of Directors has (i) approved this Agreement and the transactions contemplated hereby, (ii) determined that the terms of this Agreement are fair to and in the best interests of such Seller and its stockholders, and (iii) declared the advisability of this Agreement. This Agreement has been duly and validly executed and delivered by the Sellers, and each Ancillary Agreement will be duly executed and delivered by each Seller party thereto, Buyer and, assuming the due authorization, execution and delivery by the other parties hereto and theretoSeller, constitutes constitutes, or will constitute at the Closing, a legal, valid and binding agreement obligation of each Seller Buyer, enforceable against each Seller Buyer in accordance with its terms, subject except as may be limited by the Remedies Exception. The execution and delivery by Buyer of this Agreement and the other Transaction Documents to which Buyer is or will be a party, and the effects consummation of bankruptcythe transactions contemplated hereby and thereby, insolvencyhave been approved by (a) the conflicts committee (“Conflicts Committee”) of the board of directors of American Midstream GP, fraudulent conveyanceLLC (the “Buyer Parent GP Board”) and (b) the Buyer Parent GP Board, reorganizationand such approvals have not been amended, moratorium repealed, revoked or rescinded and are in full force and effect as of the date hereof, and no other similar Laws relating limited liability company actions are necessary on the part of Buyer to approve this Agreement, the other Transaction Documents or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity the transactions contemplated hereby or at law)thereby.

Authority; Enforceability. Each Seller of Purchaser and Parent has all necessary requisite corporate power and authority to execute and deliver this Agreement and Agreement, the Ancillary Agreements to which it is a partyparty and each instrument required hereby to be executed and delivered by it at the Closing, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, execution and delivery and performance by each Seller of Purchaser and Parent of this Agreement and Agreement, each of the Ancillary Agreements to which it is a party and each instrument required hereby to be executed and delivered by it at the consummation by each Seller Closing and the performance of the transactions contemplated hereby its obligations hereunder and thereby thereunder have been duly and validly authorized by their respective Boards of Directors and, to the extent required under the Delaware General Corporation Law, by Parent as the sole stockholder of Purchaser. The Parent Shares issuable pursuant to Section 3.2 hereof have been duly authorized and, when issued in accordance with the terms hereof, will be validly issued, fully-paid and non-assessable and will be free and clear of all necessary corporate action on the part of each Seller and no Liens. No other corporate proceedings on the part of any Seller Purchaser or Parent are necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize this Agreement or the Ancillary Agreements to which it is a party or to consummate the transactions contemplated hereby or thereby. Each Seller’s Board consummation of Directors has (i) approved this Agreement and the transactions contemplated hereby, (ii) determined that the terms of this Agreement are fair to and in the best interests of such Seller and its stockholders, and (iii) declared the advisability of this Agreement. This Agreement has and each of the Ancillary Agreements executed and delivered by Purchaser or Parent at the Closing have been duly executed and delivered by the SellersPurchaser and Parent, and each Ancillary Agreement will be duly executed and delivered by each Seller party theretoas applicable, and, assuming due authorization, execution and delivery hereof by the other parties hereto each Seller and theretoeach Owner, constitutes or will constitute a legal, valid and binding agreement obligation of each Seller such Purchaser and Parent, enforceable against each Seller it in accordance with its terms, subject to in each case except that the effects of enforcement thereof may be limited by (A) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and or other similar Laws law now or hereafter in effect relating to or affecting creditors’ rights generally and (B) general equitable principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law).

Authority; Enforceability. Each Seller (a) The Company has all necessary the requisite corporate power and authority to execute and deliver enter into this Merger Agreement and the Ancillary Agreements other Transaction Documents to which it is, or is specified to be, a party, to and perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, including the Merger. The execution, execution and delivery and performance by each Seller of this Merger Agreement and the Ancillary Agreements other Transaction Documents to which it the Company is, or is specified to be, a party party, and the consummation performance by each Seller the Company of the transactions contemplated hereby its obligations hereunder and thereby have thereunder has been duly and validly authorized by all necessary corporate action on the part of each Seller the Company and, except for the filing and recordation of the Certificate of Merger with the Secretary of State of Delaware and the affirmative vote or consent of the holders of a majority of the outstanding Company Stock in accordance with the DGCL (the “Company Stockholder Approval”), no other corporate proceedings action on the part of any Seller are the Company is necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize the execution and delivery of this Merger Agreement or and the Ancillary Agreements other Transaction Documents to which it is, or is specified to be, a party or to consummate the transactions contemplated hereby or thereby. Each Seller’s Board of Directors has (i) approved this Agreement perform its obligations hereunder and the transactions contemplated hereby, (ii) determined that the terms of this Agreement are fair to and in the best interests of such Seller and its stockholders, and (iii) declared the advisability of this Agreementthereunder. This Merger Agreement has been duly executed and delivered by the Sellers, Company and each Ancillary Agreement will be duly executed and delivered by each Seller party thereto, and, (assuming due authorization, execution and delivery of this Merger Agreement by each of the other parties hereto hereto) constitutes, and theretothe other Transaction Documents to which it is, constitutes or is specified to be a party, when executed and delivered (assuming in each case due authorization, execution and delivery by each of the other parties hereto) will constitute constitute, a legal, valid and binding agreement obligation of each Seller the Company enforceable against each Seller it in accordance with its terms, subject to the effects of except as such enforcement may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and or other similar Laws laws now or hereafter in effect relating to or affecting the rights and remedies of creditors’ rights generally and subject to general equitable principles of equity (whether considered in a proceeding at law or in equity or at lawequity). (b) The Board of Directors of the Company, has (i) determined that this Merger Agreement and the other Transaction Documents to which the Company is, or is specified to be, a party, and the transactions contemplated hereby and thereby (including the Merger) are advisable and in the best interests of Company and the Company Stockholders and (ii) approved and adopted this Merger Agreement and the other Transaction Documents and approved the transactions contemplated hereby and thereby (including the Merger). Except for the Company Stockholder Approval, no other vote or consent by the Company Stockholders is required to approve this Merger Agreement or the other Transaction Documents to which the Company is, or is specified to be, a party or to consummate any of the transactions contemplated hereby or thereby.

Authority; Enforceability. Each Seller (a) The Company has all necessary the full corporate power and authority to execute this Agreement and deliver other Transaction Documents to which the Company is or will become a party, and to perform its obligations under this Agreement and the Ancillary Agreements other Transaction Documents to which it the Company is or will become a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by each Seller of this Agreement has been, and the Ancillary Agreements execution, delivery and performance of the other Transaction Documents to which it the Company is or will become a party and the consummation by each Seller of the transactions contemplated hereby and thereby will have been been, duly and validly authorized by all necessary corporate action on the part of each Seller and no other corporate proceedings on the part of any Seller are necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize this Agreement or the Ancillary Agreements to which it is a party or to consummate the transactions contemplated hereby or thereby. Each Seller’s Board of Directors has (i) approved this Agreement and the transactions contemplated hereby, (ii) determined that the terms of this Agreement are fair to and in the best interests of such Seller and its stockholders, and (iii) declared the advisability of this AgreementCompany. This Agreement has been duly executed and delivered by the Sellersconstitutes, and each Ancillary Agreement will be duly executed and delivered by each Seller party thereto, and, assuming due authorization, execution and delivery by of the other parties hereto and thereto, constitutes Transaction Documents to which the Company is or will constitute become a legalparty will constitute, the valid and binding agreement obligation of each Seller the Company, enforceable against each Seller the Company in accordance with its their respective terms, subject except as to the effects of enforceability which may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and or other similar Laws Legal Requirements relating to or affecting creditors’ rights generally and general or by equitable principles (regardless of whether considered enforcement is sought at law or in equity). The Company has, in accordance with all Legal Requirements and the Charter Documents of the Company, obtained all corporate and board of director and taken all actions necessary for the authorization, execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which the Company is or will become a proceeding party subject only to the approval of the Company Stockholders as contemplated by Section 5.9. (b) The Company Board has, at a meeting duly called and held, by a unanimous vote of those director voting on such matters, or by a unanimous written consent in equity or at law)lieu thereof: (i) approved and declared advisable this Agreement; (ii) determined that the Merger and other transactions contemplated by this Agreement are advisable, fair to, and in the best interests of the Company and the Company Stockholders; (iii) resolved to recommend to the Company Stockholders the adoption of this Agreement and the consummation of the Merger and the other transactions 16 contemplated by this Agreement; and (iv) directed that this Agreement be submitted to the Company Stockholders for their adoption. (c) The affirmative vote of holders of a majority of the Company Common Stock and the holders of a majority of the Company Preferred Stock each voting as a separate class, and holders of a majority of the Company Common Stock and the Preferred Stock voting together as a single class on an as-converted to common stock basis (the “Requisite Stockholder Approval”) is the only vote of the holders of any of Company Capital Stock necessary under DGCL and the Charter Documents of the Company to approve this Agreement and the transactions contemplated hereby.

Authority; Enforceability. Each Seller has all necessary corporate power The execution and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by each Seller of this Agreement by Athena and the Ancillary Agreements to which it is a party Company, the performance by Athena and the Company of their respective obligations hereunder and the consummation by each Seller Athena and the Company of the transactions contemplated to be consummated by Athena or the Company hereby and thereby have been duly and validly authorized by all necessary corporate requisite action on the part of each Seller Athena and no other corporate proceedings the Company. The execution and delivery of any Ancillary Agreement by Athena or the applicable Affiliate of Athena, the performance by Athena or such applicable Affiliate of their respective obligations thereunder and the consummation by Athena or such applicable Affiliate of the transactions contemplated thereunder have been duly authorized by all requisite action on the part of any Seller are necessary pursuant to its governing documents Athena or such applicable Affiliate. The approval of Athena’s shareholders is not required for the laws execution and delivery of its jurisdiction of incorporation to authorize this Agreement or any Ancillary Agreement by Athena or the Ancillary Agreements to which it is a party applicable Affiliate of Athena, the performance by Athena or to consummate such applicable Affiliate of their respective obligations hereunder or thereunder or the consummation by Athena or such applicable Affiliate of the transactions contemplated hereby hereunder or thereby. Each Seller’s Board of Directors has (i) approved this Agreement and the transactions contemplated hereby, (ii) determined that the terms of this Agreement are fair to and in the best interests of such Seller and its stockholders, and (iii) declared the advisability of this Agreementthereunder. This Agreement has been been, and upon its execution, the Ancillary Agreement will have been, duly executed and delivered by Athena or the Sellersapplicable Affiliate of Athena, and each Ancillary Agreement will be duly executed and delivered by each Seller party thereto, and, (assuming due authorization, execution and delivery by Angel or the other parties hereto applicable Affiliate thereof, as applicable) this Agreement constitutes, and theretoupon its execution, constitutes or the Ancillary Agreement will constitute a constitute, legal, valid and binding agreement obligations of each Seller Athena or such applicable Affiliate enforceable against each Seller Athena or such applicable Affiliate in accordance with its their respective terms, subject in each case to the effects effect of any applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and liquidation or other similar Laws now or hereinafter in effect relating to or affecting creditors’ rights or remedies generally and general equitable principles (whether considered in a proceeding in equity or at lawthe “Enforceability Exceptions”).

Authority; Enforceability. Each Seller The Company has all necessary corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a partyAgreement, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyhereby. The execution, delivery and performance by each Seller the Company of this Agreement and the Ancillary Agreements to which it is a party and the consummation by each Seller the Company of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of each Seller the Company and no other corporate proceedings on the part of any Seller the Company are necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize this Agreement or the Ancillary Agreements to which it is a party or to consummate the transactions contemplated hereby or thereby(other than the approval of the transactions contemplated by this Agreement pursuant to an affirmative vote of holders of at least two-thirds (2/3) of the outstanding Shares of each of the No Par Common Stock and the Class B Common Stock, voting as separate classes, entitled to vote to approve this Agreement and the Cash Merger (the "Requisite Shareholder Vote")). Each Seller’s The Board of Directors has Directors, at a meeting duly called and held, duly and unanimously adopted resolutions (i) approved approving the termination of the Prior Merger Agreement, (ii) approving and adopting this Agreement and the transactions contemplated hereby, (iiiii) determined determining that the termination of the Prior Merger Agreement and the terms of this Agreement are fair to and in the best interests of such Seller and its stockholdersthe Company's shareholders, and (iiiiv) declared declaring the advisability of this Agreement, and (v) recommending (the "Board Recommendation") that the Company's shareholders vote in favor of approving this Agreement and the transactions contemplated hereby at the Shareholders Meeting (as defined in Section 6.3), which resolutions have not been subsequently rescinded, modified or withdrawn in any way. This Agreement has been duly executed and delivered by the Sellers, and each Ancillary Agreement will be duly executed and delivered by each Seller party thereto, Company and, assuming due authorization, execution and delivery by the other parties hereto and theretohereto, constitutes or will constitute a legal, valid and binding agreement of each Seller the Company, enforceable against each Seller 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 approval of this Agreement by the Requisite Shareholder Vote is the only vote of the holders of any class or series of capital stock, other Equity Interests or Liabilities of the Company, any Company Subsidiary or any Nonprofit Organization necessary to approve this Agreement and the transactions contemplated hereby.

Authority; Enforceability. Each Seller has all necessary corporate power and authority to execute and deliver this Agreement Agreement, to perform its obligations hereunder, and to consummate the Ancillary transactions contemplated hereby. Seller and each Selling Affiliate has all necessary corporate power and authority to execute and deliver the Transaction Agreements to which it is a party, to perform its respective obligations hereunder and thereunder thereunder, and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by each Seller of this Agreement Agreement, and the Ancillary execution, delivery and performance by Seller and each Selling Affiliate of the Transaction Agreements to which it is a party party, and the consummation by Seller and each Seller of the Selling Affiliates of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of Seller and each Seller of the Selling Affiliates, as applicable, and no other corporate proceedings on the part of Seller or any Seller of the Selling Affiliates are necessary pursuant to its governing documents or the laws Laws of its jurisdiction of incorporation organization to authorize this Agreement or the Ancillary Transaction Agreements to which it is a party or to consummate the transactions contemplated hereby or thereby. Each Seller’s Board of Directors has (i) approved this Agreement and the transactions contemplated hereby, (ii) determined that the terms of this Agreement are fair to and in the best interests of such Seller and its stockholders, and (iii) declared the advisability of this Agreement. This Agreement has been duly executed and delivered by the SellersSeller, and each Ancillary Transaction Agreement will be duly executed and delivered on the Closing Date by each Seller or the Selling Affiliate(s) specified to be a party thereto, and, assuming due authorization, execution and delivery by the other parties hereto and thereto, constitutes or will constitute a legal, valid and binding agreement of each Seller or such Selling Affiliate(s), as applicable, enforceable against each Seller or such Selling Affiliate(s), as applicable, in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium moratorium, and other similar Laws relating to or affecting creditors’ rights generally and general equitable principles (principles, whether considered in a proceeding in equity or at lawlaw (collectively, the “General Enforceability Exceptions”).

Authority; Enforceability. Each Seller has all necessary corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a partyTransaction Agreements, to perform its obligations hereunder and thereunder thereunder, and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by each Seller of this Agreement and the Ancillary Transaction Agreements to which it is a party and the consummation by each Seller of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of each Seller Seller, and no other corporate proceedings on the part of any Seller are necessary pursuant to its governing documents Organizational Documents or the laws Laws of its jurisdiction of incorporation organization to authorize this Agreement or the Ancillary Transaction Agreements to which it is a party or to consummate the transactions contemplated hereby or thereby. Each Seller’s Board of Directors has (i) approved this Agreement and the transactions contemplated hereby, (ii) determined that the terms of this Agreement are fair to and in the best interests of such Seller and its stockholders, and (iii) declared the advisability of this Agreement. This Agreement has been duly executed and delivered by the SellersSeller, and each Ancillary Transaction Agreement will be to which Seller is a party, when executed and delivered by Seller, has been duly executed and delivered by each Seller party thereto, and, assuming due authorization, execution and delivery by the other parties hereto and thereto, constitutes or will constitute a legal, valid and binding agreement of each Seller Seller, enforceable against each Seller in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium moratorium, and other similar Laws relating to or affecting creditors’ rights generally and general equitable principles (principles, whether considered in a proceeding in equity or at lawlaw (collectively, the “General Enforceability Exceptions”).

Authority; Enforceability. Each Seller (a) D▇▇▇▇-Standard has all necessary the corporate power and authority to execute and deliver enter into this Agreement and each of the Ancillary Related Agreements to which it is a party and to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement and each of the Related Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the consummation of the transactions contemplated hereby and thereby, have been duly authorized by the Board of Directors of D▇▇▇▇-Standard and no other corporate proceeding on the part of D▇▇▇▇-Standard is necessary to authorize the execution or delivery of this Agreement or any of the Related Agreements to which it is a party or the consummation of any of the transactions contemplated hereby or thereby. The executionWith respect to D▇▇▇▇-Standard, delivery and performance by each Seller of this Agreement and the Ancillary Related Agreements to which it is a party is, or upon its execution and delivery will be, legal, valid, binding and enforceable in accordance with its terms. (b) Crompton has the corporate power and authority to enter into this Agreement and each of the Related Agreements to which it is a party and to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement and each of the Related Agreements to which it is party and the consummation by each Seller of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary the Board of Directors of Crompton, and no other corporate action proceeding on the part of each Seller and no other corporate proceedings on the part of any Seller are Crompton is necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize the execution or delivery of this Agreement or any of the Ancillary Related Agreements to which it is a party or to consummate the consummation of any of the transactions contemplated hereby or thereby. Each Seller’s Board With respect to Crompton, each of Directors has (i) approved this Agreement and the transactions contemplated herebyRelated Agreements to which it is a party is, (ii) determined that the terms of this Agreement are fair to and in the best interests of such Seller and or upon its stockholders, and (iii) declared the advisability of this Agreement. This Agreement has been duly executed and delivered by the Sellers, and each Ancillary Agreement will be duly executed and delivered by each Seller party thereto, and, assuming due authorization, execution and delivery by the other parties hereto and theretowill be, constitutes or will constitute a legal, valid valid, binding and binding agreement of each Seller enforceable against each Seller 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).

Authority; Enforceability. Each Seller (a) The Company has all necessary the requisite corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements Transaction Documents and, subject to which it is a partyobtaining the approval of its shareholders, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by each Seller the Company of this Agreement and the Ancillary Agreements to which it is a party other Transaction Documents and the consummation by each Seller the Company of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary its board of directors, and, except for obtaining the approval of its shareholders, no other corporate action on the part of each Seller and no other corporate proceedings on the part of any Seller are Company is necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize the execution and delivery by the Company of this Agreement or and the Ancillary Agreements to which other Transaction Documents and the consummation by it is a party or to consummate of the transactions contemplated hereby or and thereby. Each Seller’s Board of Directors has (i) approved this Agreement and the transactions contemplated hereby, (ii) determined that the terms of this Agreement are fair to and in the best interests of such Seller and its stockholders, and (iii) declared the advisability of this Agreement. This Agreement has been duly executed and delivered by the Sellers, and each Ancillary Agreement will be duly executed and delivered by each Seller party thereto, Company and, subject to approval by the Company’s shareholders (and assuming due and valid authorization, execution and delivery hereof by the other parties hereto and theretoInvestor), constitutes or will constitute is a legal, valid and binding agreement obligation of each Seller the Company enforceable against each Seller the Company in accordance with its terms, except that (i) such enforcement may be subject to the effects of applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and or other similar Laws relating to laws, now or hereafter in effect, affecting creditors’ rights and remedies generally and general (ii) the remedy of specific performance and injunctive and other forms of equitable principles relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (whether considered b) The board of directors of the Company has (i) determined that it is in the best interests of the Company’s shareholders for the Company to consummate the sale of the Shares to Investor upon the terms and subject to the conditions set forth in this Agreement, (ii) approved this Agreement and the other Transaction Documents and the transactions contemplated hereby and thereby, and (iii) resolved to recommend that the shareholders of the Company approve the sale of the Shares as contemplated by this Agreement and the sale of MPM Mining as contemplated by the MPM Mining Agreement. (c) The affirmative vote (in person or by proxy) of the holders of not less than a proceeding majority of the outstanding shares of Common Stock at the Company Special Meeting in equity favor of the approval of the sale of the Shares and the MPM Mining Agreement (the “Company Shareholder Approval”) is the only vote or at law)approval of the holders of any class or series of capital stock of the Company or any of its Subsidiaries that is necessary to approve such transaction or any other transaction contemplated by the Transaction Documents.