Common use of Merger Consideration Clause in Contracts

Merger Consideration. Subject to the provisions of this Agreement, at the Effective Time, by virtue of the Merger and without any action on the part of Parent, Parent GP, Merger Sub, the Partnership, Partnership GP or any holder of Parent securities or Partnership Units: (a) All of the limited liability company interests in Merger Sub outstanding immediately prior to the Effective Time will be automatically converted into the sole limited partner interest in the Partnership. (b) The general partner interest in the Partnership issued and outstanding immediately prior to the Effective Time will remain outstanding in the Surviving Entity in the form set forth in the Existing Partnership Agreement, and Partnership GP, as the holder of such general partner interest, will continue as the sole general partner of the Surviving Entity as set forth in the Existing Partnership Agreement. At the Effective Time, the books and records of the Partnership will be revised to reflect that all limited partners of the Partnership immediately prior to the Effective Time cease to be limited partners of the Partnership pursuant to the terms of this Agreement and that Parent is the sole limited partner of the Partnership, and the Partnership will continue without dissolution. Immediately prior to the Merger (but following the ATLS Merger), ATLS shall distribute all of the equity interests in Partnership GP to TRGP, which shall immediately thereafter contribute such interests to Parent. (c) Each Partnership Unit issued and outstanding immediately prior to the Effective Time (excluding any Excluded Units) will be converted into the right to receive (i) 0.5846 Parent Units (the “Equity Consideration,” and such ratio, the “Exchange Ratio”), which Parent Units will be duly authorized and validly issued in accordance with applicable Laws and the Parent Agreement, (such Parent Units described in this clause (c) are referred to herein as the “New Common Units”) and (ii) cash in amount of $1.26 (the “Cash Consideration” (which shall not include any cash paid by Parent in connection with the Class E Preferred Unit Redemption) and together with the Equity Consideration, the “Merger Consideration”). (d) Notwithstanding anything to the contrary in this Agreement, at the Effective Time, all Partnership Units owned immediately prior to the Effective Time by the Partnership or its wholly owned Subsidiaries or by Parent or its wholly owned Subsidiaries (collectively, the “Excluded Units”) will automatically be cancelled and no consideration will be received therefor.

Merger Consideration. Subject to the provisions of this Agreement, at the Effective Time, by virtue of the Merger and without any action on the part of Parent, Parent GP, Merger Sub, the Partnership, Partnership GP or any holder of Parent securities or Partnership Units: (a) All of the limited liability company interests in Merger Sub outstanding immediately prior to the Effective Time will be automatically converted into the sole limited partner interest in the Partnership. (b) The general partner interest in the Partnership issued and outstanding immediately prior to the Effective Time will remain outstanding in the Surviving Entity in the form set forth in the Existing Partnership Agreement, and Partnership GP, as the holder of such general partner interest, will continue as the sole general partner of the Surviving Entity as set forth in the Existing Partnership Agreement. At the Effective Time, the books and records of the Partnership will be revised to reflect that all limited partners of the Partnership immediately prior to the Effective Time cease to be limited partners of the Partnership pursuant to the terms of this Agreement and that Parent is the sole limited partner of the Partnership, and the Partnership will continue without dissolution. Immediately prior to the Merger (but following the ATLS Merger), ATLS shall distribute all of the equity interests in Partnership GP to TRGP, which shall immediately thereafter contribute such interests to Parent. (c) Each Partnership Unit issued and outstanding immediately prior to the Effective Time (excluding any Excluded Units) will be converted into the right to receive (i) 0.5846 0.1809 Parent Units Shares (the “Equity Consideration,” and such ratio, the “Exchange Ratio”), which Parent Units Shares will be duly authorized and validly issued in accordance with applicable Laws and the Parent Agreement, (such Parent Units Shares described in this clause (c) are referred to herein as the “New Common UnitsShares”) and (ii) cash in amount of $1.26 9.12 (the “Cash Consideration” (which shall not include any cash paid by Parent in connection with the Class E Preferred Unit Redemption) and together with the Equity Consideration, the “Merger Consideration”). (d) Notwithstanding anything to the contrary in this Agreement, at the Effective Time, all Partnership Units owned immediately prior to the Effective Time by the Partnership or its wholly owned Subsidiaries or by Parent or its wholly owned Subsidiaries (collectively, the “Excluded Units”) or its wholly-owned Subsidiaries or by Parent or its wholly-owned Subsidiaries will automatically be cancelled and no consideration will be received therefor.

Merger Consideration. Subject to the provisions of this Agreement, at the Effective Time, by virtue of the Merger and without any action on the part of Parent, Parent GP, Merger Sub, the Partnership, Partnership GP General Partner or any holder of Parent securities or Partnership Common Units: (a) All of the limited liability company interests in shares of common stock of Merger Sub outstanding immediately prior to the Effective Time will be automatically converted into limited partner interests in Partnership, representing the sole limited partner interest in interests of the PartnershipPartnership excluding the Preferred Units. (b) The general partner interest General Partner Interest in the Partnership issued and outstanding immediately prior to the Effective Time will remain outstanding in the Surviving Entity in the form set forth in the Existing Partnership Agreement, and Partnership GPGeneral Partner, as the holder of such general partner interestthe General Partner Interest, will continue as the sole general partner of the Surviving Entity as set forth in the Existing Partnership Agreement. At the Effective Time, the books and records of the Partnership will be revised to reflect that all limited partners of the Partnership immediately prior to the Effective Time (other than holders of Preferred Units) shall cease to be limited partners of the Partnership pursuant to the terms of this Agreement and that Parent is the sole limited partner of the Partnership, and the Partnership will continue without dissolution. Immediately prior to the Merger (but following the ATLS Merger), ATLS shall distribute all of the equity interests in Partnership GP to TRGP, which shall immediately thereafter contribute such interests to Parent. (c) Each Partnership Common Unit issued and outstanding immediately prior to the Effective Time (excluding any Excluded Units) will be converted into the right to receive (i) 0.5846 Parent Units (the “Equity Consideration,” and such ratio, the “Exchange Ratio”), which Parent Units will be duly authorized and validly issued in accordance with applicable Laws and the Parent Agreement, (such Parent Units described in this clause (c) are referred to herein as the “New Common Units”) and (ii) cash in amount of $1.26 US$17.00 per Common Unit (the “Cash Consideration” (which shall not include any cash paid by Parent in connection with the Class E Preferred Unit Redemption) and together with the Equity Consideration, the “Merger Consideration”), for an aggregate payment by Parent of US$1,485,776,880 for all of the Common Units (excluding any Excluded Units) inclusive of the incentive awards described in Section 2.3(d), subject to any additional units as consented to in writing by Parent pursuant to Section 5.1(b)(ii). (d) As of the Effective Time, each Incentive Equity Award that is outstanding immediately prior to the Effective Time, whether or not vested, shall, automatically and without any action on the part of the holder thereof, be vested, cancelled and converted in settlement and cancellation thereof, into the right to receive, and the Partnership shall pay to each former holder of any such Incentive Equity Award, with respect to each Incentive Equity Award, an amount in cash equal to the product of (i) the Merger Consideration and (ii) the number of Common Units subject to such Incentive Equity Award held by such holder, less applicable withholding Taxes on the first regularly scheduled payroll date for the Partnership that is at least five (5) business days following the Effective Time, subject to the receipt of customary releases in favor of the Partnership. (e) Notwithstanding anything to the contrary in this Agreement, at the Effective Time, all Partnership Common Units owned immediately prior to the Effective Time by the Partnership or its wholly owned Subsidiaries or by Parent or its wholly owned Subsidiaries (collectively, the “Excluded Units”) will automatically be cancelled and no consideration will be received therefor. (f) If, during the period from the date of this Agreement through the Effective Time, any change shall occur in the outstanding Common Units or securities convertible or exchangeable into Common Units by reason of any reclassification, recapitalization, stock split (including reverse stock split), stock dividend or combination, exchange, readjustment or similar transaction, then the Merger Consideration on a per unit basis shall be appropriately adjusted; provided, however, that nothing in this Section 2.1(f) shall be construed to permit the Partnership to take any action that is otherwise expressly prohibited by the terms of this Agreement. (g) Each Preferred Unit issued and outstanding immediately prior to the Effective Time will continue to be outstanding immediately following the Merger.

Merger Consideration. Subject to the provisions of this Agreement, at the Effective Time, by virtue of the Merger and without any action on the part of ParentCEQP, Parent MGP GP, Merger SubMergerCo, the PartnershipMidstream Holdings, Partnership GP Midstream, Midstream GP, any holder of Midstream Preferred Units or any holder of Parent securities or Partnership Midstream Common Units: (a) All of The general partner interest in Midstream Holdings, the limited partner interest in Midstream Holdings, the limited liability company interests in Merger Sub outstanding immediately prior to MGP GP and the Effective Time will be automatically converted into the sole limited partner interest in the Partnership. (b) The general partner interest in the Partnership Incentive Distribution Rights issued and outstanding immediately prior to the Effective Time will remain outstanding in the Surviving Entity in the form set forth in the Existing Partnership Agreement, shall be cancelled and Partnership GP, as the holder of such general partner interest, will continue as the sole general partner of the Surviving Entity as set forth in the Existing Partnership Agreement. At the Effective Time, the books and records of the Partnership will be revised to reflect that all limited partners of the Partnership immediately prior to the Effective Time cease to be limited partners of the Partnership pursuant to the terms of this Agreement and that Parent is the sole limited partner of the Partnership, and the Partnership will continue without dissolution. Immediately prior to the Merger (but following the ATLS Merger), ATLS shall distribute all of the equity interests in Partnership GP to TRGP, which shall immediately thereafter contribute such interests to Parentexist. (cb) Each Partnership Midstream Common Unit issued and outstanding immediately prior to the Effective Time (excluding any Excluded Unitsother than Midstream Common Units held by CEQP, CGS GP or their respective Subsidiaries, if any) will shall be converted into the right to receive (i) 0.5846 Parent 2.7500 CEQP Common Units (the “Equity Common Merger Consideration,” and such ratio, the “Exchange Ratio”), which Parent CEQP Common Units will shall be duly authorized and validly issued in accordance with applicable Laws and the Parent CEQP Partnership Agreement, fully paid (to the extent required under the CEQP Partnership Agreement) and non-assessable (except to the extent such non-assessability may be affected by Sections 17-303, 17-607 and 17-804 of the DRULPA) (such Parent CEQP Common Units described in this clause (b) shall be referred to herein as the “New CEQP Common Units”). All of the Midstream Common Units issued and outstanding immediately prior to the Effective Time held by CEQP and its Subsidiaries (including CGS GP) shall remain outstanding in the Surviving Entity as set forth in the Midstream Partnership Agreement, and CEQP and CGS GP shall continue as a limited partners of the Surviving Entity, and no consideration shall be delivered to CEQP and CGS GP in respect thereof. (c) Each Midstream Preferred Unit issued and outstanding immediately prior to the Effective Time (other than Midstream Preferred Units held by CEQP or its Subsidiaries, if any) shall be converted into the right to receive 2.7500 CEQP Preferred Units (the “Preferred Merger Consideration,” and together with the Common Merger Consideration, the “Merger Consideration”), which CEQP Preferred Units shall be duly authorized and validly issued in accordance with applicable Laws and the CEQP Partnership Agreement, fully paid (to the extent required under the CEQP Partnership Agreement) and non-assessable (except to the extent such non-assessability may be affected by Sections 17-303, 17-607 and 17-804 of the DRULPA) (such CEQP Preferred Units described in this clause (c) are shall be referred to herein as the “New Common CEQP Preferred Units”) and (ii) cash in amount ). In addition, if the Effective Time occurs after the end of $1.26 (the “Cash Consideration” (which shall not include any cash a calendar quarter but before Midstream has paid by Parent in connection distributions with the Class E Preferred Unit Redemption) and together respect to such calendar quarter with the Equity Consideration, the “Merger Consideration”). (d) Notwithstanding anything respect to the contrary Midstream Preferred Units, then (i) such distributions with respect to the Midstream Preferred Units for such calendar quarter shall be treated as having been paid in this Agreement, at Midstream PIK Units immediately prior to the Effective Time, all Partnership (ii) such Midstream PIK Units owned shall be treated as if they were a Midstream Preferred Unit issued and outstanding immediately prior to the Effective Time (other than Midstream Preferred Units held by the Partnership CEQP or its wholly owned Subsidiaries or by Parent or its wholly owned Subsidiaries Subsidiaries, if any), (collectivelyiii) each such Midstream PIK Unit shall at the Effective Time be converted into the right to receive the Preferred Merger Consideration, and (iv) such distributions with respect to the “Excluded Midstream Preferred Units for such calendar quarter shall be deemed satisfied in all respects as a result of the treatment specified in this sentence. (d) All Midstream Common Units and Midstream Preferred Units”) will , when converted in the Merger, shall cease to be outstanding and shall automatically be cancelled and no cease to exist. At the Effective Time, each holder of a certificate representing Midstream Units (each a “Certificate”) and each holder of non-certificated Midstream Units represented by book-entry (“Book-Entry Units”) shall cease to have any rights with respect thereto, except (A) the right to receive distributions in accordance with Section 3.2, and (B) the right to receive (i) the applicable Merger Consideration (or, in the case of Midstream Common Units held by CEQP, CGS GP or their respective Subsidiaries, if any, Surviving Entity Common Units as provided herein), (ii) any cash to be paid in lieu of any fractional New CEQP Common Unit or New CEQP Preferred Unit in accordance with Section 3.3(e) and (iii) any distributions in accordance with Section 3.3(c), and in each case to be issued or paid in consideration will be received therefortherefor in accordance with Section 3.3.

Merger Consideration. Subject to the provisions of this Agreement, at the Effective Time, by virtue of the Merger and without any action on the part of Parent, Parent GP, Merger Subthe Buyer Parties, the Partnership, Partnership GP MLP Parties or any holder of Parent securities or Partnership MLP Common Units: (a) All of the limited liability company interests in Merger Sub MergerCo outstanding immediately prior to the Effective Time will shall be automatically converted into the sole limited partner interest in the Partnershipcancelled and no consideration received therefor. (b) The general partner interest in the Partnership MLP issued and outstanding immediately prior to the Effective Time will shall be unchanged and remain issued and outstanding in the Surviving Entity in the form set forth in the Existing Partnership AgreementEntity, and Partnership MLP GP, as the holder of such general partner interest, will shall continue as the sole general partner of the Surviving Entity as set forth in the Existing MLP Partnership Agreement. (c) The MLP IDRs outstanding immediately prior to the Effective Time, which are owned by MLP GP, shall be unchanged and remain outstanding as MLP IDRs of the Surviving Entity, and no consideration shall be delivered in respect thereof. (d) The MLP Subordinated Units outstanding immediately prior to the Effective Time, which are owned by PAA, shall be unchanged and remain issued and outstanding as MLP Subordinated Units of the Surviving Entity, and no consideration shall be delivered in respect thereof. (e) Except as described in clause (f) or (g) below, each MLP Common Unit issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive 0.445 of a PAA Common Unit (such ratio, the “Exchange Ratio,” and such amount of a PAA Common Unit, the “Merger Consideration”), which PAA Common Units shall be duly authorized and validly issued in accordance with applicable Laws, the PAA Certificate of Limited Partnership and the PAA Partnership Agreement, as applicable (such PAA Common Units described in this clause (e) shall be referred to herein as the “New Common Units”). (f) Notwithstanding anything to the contrary in this Agreement, all MLP Common Units owned by PAA or any of its Subsidiaries immediately prior to the Effective Time shall be unchanged and remain issued and outstanding as MLP Common Units of the Surviving Entity; such MLP Common Units will, immediately after the Effective Time, constitute all of the issued and outstanding MLP Common Units of the Surviving Entity, and, thereby, PAA shall continue as a limited partner in the Surviving Entity and become the sole limited partner of the Surviving Entity. At the Effective Time, the books and records of the Partnership will MLP shall be revised to reflect that all other limited partners of the Partnership immediately prior to the Effective Time MLP cease to be limited partners of the Partnership MLP pursuant to the terms of this Agreement and that Parent is the sole limited partner of the PartnershipAgreement, and the Partnership will MLP shall continue without dissolution. Immediately prior to the Merger (but following the ATLS Merger), ATLS shall distribute all of the equity interests in Partnership GP to TRGP, which shall immediately thereafter contribute such interests to Parent. (c) Each Partnership Unit issued and outstanding immediately prior to the Effective Time (excluding any Excluded Units) will be converted into the right to receive (i) 0.5846 Parent Units (the “Equity Consideration,” and such ratio, the “Exchange Ratio”), which Parent Units will be duly authorized and validly issued in accordance with applicable Laws and the Parent Agreement, (such Parent Units described in this clause (c) are referred to herein as the “New Common Units”) and (ii) cash in amount of $1.26 (the “Cash Consideration” (which shall not include any cash paid by Parent in connection with the Class E Preferred Unit Redemption) and together with the Equity Consideration, the “Merger Consideration”). (dg) Notwithstanding anything to the contrary in this Agreement, at : (i) At the Effective Time, all Partnership each award of phantom units representing the right to receive MLP Common Units owned (collectively, the “MLP Phantom Units”) issued under the MLP LTIP and outstanding immediately prior to the Effective Time shall be converted into an award of phantom units representing the right to receive PAA Common Units (“PAA Phantom Units”), with the number of PAA Phantom Units subject to each such converted award of MLP Phantom Units to be determined based on the Exchange Ratio, rounded down to the nearest whole PAA Phantom Unit, and with such other equitable adjustments to the vesting and performance conditions associated with such awards as shall be determined by the Partnership MLP GP Board or its wholly owned Subsidiaries Plains GP, as applicable, in accordance with the terms of the MLP LTIP and the award agreements evidencing the MLP Phantom Units. The agreements between MLP and MLP GP and each such award holder regarding such MLP Phantom Units shall be assumed by PAA and Plains GP, as applicable, and such awards, as converted pursuant to this Section 3.1(g)(i)(i), shall continue to be governed, on and after the Effective Time, by the terms and conditions of such agreements (subject to the adjustments required or permitted by this Section 3.1(g)(i)(i) after giving effect to the Merger) and either by the MLP LTIP as adopted by PAA or Plains GP pursuant to Section 6.16(a) or by Parent the PAA LTIP pursuant to Section 6.16(c). Except to the extent provided in Section 3.1(g)(ii) below, as of the Effective Time, such MLP Phantom Units shall cease to represent the right to receive MLP Common Units. (ii) To the extent applicable, holders of MLP Phantom Units immediately prior to the Effective Time shall have continued rights to any distribution, without interest, in accordance with the terms and conditions of the applicable award agreements between MLP and/or MLP GP and each such holder (including pursuant to any distribution equivalent rights) with respect to such MLP Phantom Units with a record date occurring prior to the Effective Time that may have been declared or its wholly owned Subsidiaries made by MLP with respect to MLP Common Units in accordance with the terms of this Agreement and which remains unpaid as of the Effective Time. Such distributions shall be paid on the payment date set therefor to such holders of MLP Phantom Units. (collectivelyiii) Any cash amounts due pursuant to this Section 3.1(g) shall be paid or delivered less all applicable deductions and withholdings required by applicable law to be withheld in respect of such amounts. (h) From and after the Effective Time, except for the “Excluded right to receive the Merger Consideration and any cash payable pursuant to Section 3.3(c) upon compliance with Section 3.3(b) or Section 3.3(h), holders of MLP Common Units will not be and will not have any rights as, holders of New Common Units (including any rights to vote, or any rights to receive distributions on, any New Common Units”), until such time that such holders have delivered the required documentation and surrendered any Certificates or Book-Entry Units as contemplated by Section 3.3(b) will automatically be cancelled and no consideration will be received thereforor has otherwise complied with Section 3.3(h).

Merger Consideration. Subject to the provisions of this Agreement, at the Effective Time, by virtue of the Merger and without any action on the part of Parent, Parent GP, Merger Sub, the Partnership, Partnership GP GP, or any holder of Parent securities or Partnership Common Units: (a) All of the limited liability company interests in Merger Sub outstanding immediately prior to the Effective Time will be automatically converted into the sole limited partner interest in the Partnership1,000 Partnership Common Units. (b) The general partner interest in the Partnership issued and outstanding immediately prior to the Effective Time will remain outstanding in the Surviving Entity in the form set forth in the Existing Partnership Agreement, and Partnership GP, as the holder of such general partner interest, will continue as the sole general partner of the Surviving Entity as set forth in the Existing Partnership Agreement. At the Effective Time, the books and records of the Partnership will be revised to reflect that all limited partners of the Partnership immediately prior to the Effective Time cease to be limited partners of the Partnership pursuant to the terms of this Agreement and that Parent is the sole limited partner of the Partnership, and the Partnership will continue without dissolution. Immediately prior to the Merger (but following the ATLS Merger), ATLS shall distribute all of the equity interests in Partnership GP to TRGP, which shall immediately thereafter contribute such interests to Parent. (c) Each Partnership Common Unit issued and outstanding immediately prior to the Effective Time (excluding any Excluded Units) will be converted into the right to receive (i) 0.5846 0.550 Parent Common Units (the “Equity Merger Consideration,” and such ratio, the “Exchange Ratio”), which Parent Common Units will be duly authorized and authorized, validly issued and fully paid in accordance with applicable Laws and the Parent Agreement, as applicable (such Parent Common Units described in this clause (c) and the Parent Common Units issued to the XX Xxxxxxx as the GP Purchase Price are referred to collectively herein as the “New Common Units,” and the issuance of the New Common Units as part of the Merger Consideration and GP Purchase Price pursuant to this Agreement is referred to herein as the “New Common Units”) and (ii) cash in amount of $1.26 (the “Cash Consideration” (which shall not include any cash paid by Parent in connection with the Class E Preferred Unit Redemption) and together with the Equity Consideration, the “Merger ConsiderationIssuance”). (d) Notwithstanding anything to the contrary in this Agreement, at the Effective Time, all each Partnership Units Common Unit (if any) owned immediately prior to the Effective Time by the Partnership or its wholly owned Subsidiaries or by Parent or its wholly owned Subsidiaries (collectively, the “Excluded Units”) will automatically be cancelled and cease to exist and no consideration will be received therefor.

Merger Consideration. Subject to the provisions of this Agreement, at the Effective Time, by virtue of the Merger and without any action on the part of ParentVNR, Parent GPVNG, Merger SubMergerCo, the PartnershipENP, Partnership ENP GP or any holder of Parent securities VNR Common Units or Partnership ENP Common Units: (a) All of the limited liability company interests in Merger Sub MergerCo outstanding immediately prior to the Effective Time will shall be automatically converted into the sole limited partner interest in the Partnershipcancelled and no consideration received therefor. (b) The general partner interest in the Partnership ENP issued and outstanding immediately prior to the Effective Time will shall remain outstanding in the Surviving Entity in the form as set forth in the Existing ENP Amended and Restated Partnership Agreement, and Partnership ENP GP, as the holder of such general partner interest, will shall continue as the sole general partner of the Surviving Entity as set forth in the Existing ENP Amended and Restated Partnership Agreement. VNG agrees that at the Effective Time, VNG shall (i) be automatically bound by the ENP Amended and Restated Partnership Agreement and (ii) continue as limited partner of the Surviving Entity in respect of its ENP Common Units as provided in Section 3.2, and thereby become the sole limited partner of the Surviving Entity. At the Effective Time, the books and records of the Partnership will ENP shall be revised to reflect that all other limited partners of the Partnership immediately prior to the Effective Time ENP cease to be limited partners of the Partnership ENP pursuant to the terms of this Agreement and that Parent is the sole limited partner of the PartnershipAgreement, and the Partnership will ENP shall continue without dissolution. Immediately prior to the Merger (but following the ATLS Merger), ATLS shall distribute all of the equity interests in Partnership GP to TRGP, which shall immediately thereafter contribute such interests to Parent. (c) Each Partnership Except as described in clause (d) or (e) below and in Section 3.2, each ENP Common Unit issued and outstanding immediately prior to the Effective Time (excluding any Excluded Units) will shall be converted into the right to receive (i) 0.5846 Parent 0.75 VNR Common Units (the “Equity Consideration,” and such ratio, the “Exchange Ratio,” and such amount of VNR Common Units, the “Merger Consideration”), ) which Parent VNR Common Units will shall be duly authorized and validly issued in accordance with applicable Laws and the Parent VNR LLC Agreement, as applicable (such Parent VNR Common Units described in this clause (c) are shall be referred to herein as the “New Common Units”) and (ii) cash in amount of $1.26 (the “Cash Consideration” (which shall not include any cash paid by Parent in connection with the Class E Preferred Unit Redemption) and together with the Equity Consideration, the “Merger Consideration”). (d) Notwithstanding anything to the contrary in this Agreement, at the Effective Time, all Partnership ENP Common Units (if any) owned by ENP or its Subsidiaries or by VNR and its Subsidiaries other than VNG shall automatically be cancelled and no consideration received therefor. (e) Notwithstanding anything to the contrary in this Agreement, at the Effective Time, all restricted ENP Common Units (“ENP Restricted Units”) issued under the ENP LTIP and outstanding immediately prior to the Effective Time shall be converted into awards of restricted VNR Common Units (“VNR Restricted Units”), with the number of VNR Restricted Units subject to each such converted award to be determined based on the Exchange Ratio. The agreements between ENP GP and each such award holder regarding such ENP Restricted Units shall be assumed by VNR or an Affiliate thereof, and such awards, as converted pursuant to this Section 3.1(e), shall continue to be governed, on and after the Effective Time, by the Partnership or its wholly owned Subsidiaries or terms and conditions of such agreements (subject to the adjustments required by Parent or its wholly owned Subsidiaries (collectively, this Section 3.1(e) after giving effect to the “Excluded Units”) will automatically be cancelled and no consideration will be received thereforMerger).

Merger Consideration. Subject to the provisions of this Agreement, at the Effective Time, by virtue of the Merger and without any action on the part of Parent, Parent GP, Merger Sub, the Partnership, Partnership GP or any holder of Parent securities or Partnership Units: (a) All of the limited liability company interests in Merger Sub outstanding immediately prior The aggregate consideration to be paid by Parent pursuant to the Effective Time will Merger (the "MERGER CONSIDERATION") shall be automatically converted into the sole limited partner interest in Stock Consideration and the PartnershipCash Consideration (as such terms are defined below). (b) The general partner interest As soon as practicable (but in any event no later than ten business days) after Closing, the Stockholders will be issued 260,000 shares of the common stock of Parent (the "PARENT SHARES"), subject to adjustment as provided in the Partnership following sentence (the "STOCK CONSIDERATION"). In the event that the Parent Average Price is less than $3.00, the Stock Consideration will be increased such that the aggregate Stock Consideration (calculated as the Parent Average Price multiplied by the increased number of Parent Shares) is $780,000; provided, that, under no circumstances shall the number of Parent Shares to be issued in the Merger exceed three hundred thousand (300,000) shares. At Closing, the Parent Shares will not have been registered under the federal securities laws or any state securities laws and outstanding immediately prior pending such registration may not be offered or sold except pursuant to an exemption from, or a transaction not subject to, the registration requirements of the Securities Act of 1933, as amended (the "SECURITIES ACT") or applicable state securities laws. (c) Notwithstanding the foregoing, as security for the indemnification obligations of the Stockholders pursuant to ARTICLE IX, 20% of the Parent Shares (the "Escrow Shares") will be delivered by Parent to the Effective Time will remain outstanding in the Surviving Entity in the form set forth in the Existing Partnership AgreementEscrow Agent, and Partnership GP, as the holder of such general partner interest, will continue as the sole general partner of the Surviving Entity as set forth in the Existing Partnership Agreement. At the Effective Time, the books and records of the Partnership will be revised to reflect that all limited partners of the Partnership immediately prior to the Effective Time cease to be limited partners of held, administered and disbursed by the Partnership Escrow Agent pursuant to the terms of this an Escrow Agreement substantially in the form of EXHIBIT A attached hereto (the "Escrow Agreement"). The Escrow Shares will be withheld from the Stockholders and that Parent is delivered to the sole limited partner Escrow Agent on a pro rata basis. Each certificate evidencing a Stockholder's pro rata share of the Partnership, and Escrow Shares shall contain the Partnership will continue without dissolution. Immediately prior to the Merger (but following the ATLS Merger), ATLS shall distribute all of the equity interests in Partnership GP to TRGP, which shall immediately thereafter contribute such interests to Parent. (c) Each Partnership Unit issued and outstanding immediately prior to the Effective Time (excluding any Excluded Units) will be converted into the right to receive (i) 0.5846 Parent Units (the “Equity Consideration,” and such ratio, the “Exchange Ratio”), which Parent Units will be duly authorized and validly issued in accordance with applicable Laws and the Parent Agreement, (such Parent Units described in this clause (c) are referred to herein as the “New Common Units”) and (ii) cash in amount of $1.26 (the “Cash Consideration” (which shall not include any cash paid by Parent in connection with the Class E Preferred Unit Redemption) and together with the Equity Consideration, the “Merger Consideration”). (d) Notwithstanding anything to the contrary in this Agreement, at the Effective Time, all Partnership Units owned immediately prior to the Effective Time by the Partnership or its wholly owned Subsidiaries or by Parent or its wholly owned Subsidiaries (collectively, the “Excluded Units”) will automatically be cancelled and no consideration will be received therefor.restrictive legend set forth on EXHIBIT B.

Merger Consideration. Subject to the provisions of this Agreement, at (a) At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Parent GP, Merger Sub, the PartnershipCompany or the Equityholders, Partnership GP or any holder each share of Parent securities or Partnership Units: (a) All of the limited liability company interests in Merger Sub Company Interests outstanding immediately prior to the Effective Time Time, upon the terms and subject to the conditions set forth in this Agreement, will be canceled and extinguished and will be converted automatically converted into the sole limited partner interest in right to receive that portion of the PartnershipMerger Consideration as set forth below. (b) The general partner interest Merger Consideration shall be payable as follows: (a) the amount payable in the Partnership issued and outstanding immediately prior to the Effective Time will remain outstanding in the Surviving Entity in the form set forth in the Existing Partnership Agreement, and Partnership GP, as the holder of such general partner interest, will continue as the sole general partner of the Surviving Entity cash as set forth in on the Existing Partnership Agreement. At the Effective Time, the books and records of the Partnership will be revised to reflect that all limited partners of the Partnership immediately prior to the Effective Time cease to be limited partners of the Partnership pursuant to the terms of this Agreement and that Parent is the sole limited partner of the Partnership, and the Partnership will continue without dissolution. Immediately prior to the Merger (but following the ATLS Merger), ATLS shall distribute all of the equity interests in Partnership GP to TRGP, which shall immediately thereafter contribute such interests to Parent. (c) Each Partnership Unit issued and outstanding immediately prior to the Effective Time (excluding any Excluded Units) will be converted into the right to receive (i) 0.5846 Parent Units (the “Equity Consideration,” and such ratio, the “Exchange Ratio”), which Parent Units will be duly authorized and validly issued in accordance with applicable Laws and the Parent Agreement, (such Parent Units described in this clause (c) are referred to herein as the “New Common Units”) and (ii) cash in amount of $1.26 Consideration Spreadsheet (the “Cash Consideration” (which shall not include any cash paid by Parent in connection with the Class E Preferred Unit Redemption) and together with the Equity Consideration, the “Merger Consideration”). ; (db) Notwithstanding the issuance by Parent of secured promissory notes in the principal amounts set forth on the Consideration Spreadsheet (subject to adjustment pursuant to Section 2.08, Section 2.09(d) and Section 9.06) in substantially the form attached hereto as Exhibit C (each, a “Note” and, collectively, the “Notes”); and (c) a number of unregistered shares of Parent Common Stock set forth on the Consideration Spreadsheet (subject to adjustment pursuant to Section 2.08, and Section 9.06) (the “Consideration Shares”) pursuant to Restricted Stock Purchase Agreements in substantially the form attached hereto as Exhibit D (the “Subscription Agreements”). The Parties acknowledge and agree that, with respect to any Merger Consideration adjustment or otherwise, including, without limitation, pursuant to Section 2.08, Section 2.09, or Section 9.06, any such adjustment shall maintain a ratio such that at no time does the Consideration Shares drop below forty percent (40%) of the aggregate Merger Consideration. The Parties also acknowledge and agree that notwithstanding anything to the contrary in this Agreementherein, at the Effective Time, all Partnership Units owned immediately prior no Consideration Shares shall be issued to the Effective Time by the Partnership or its wholly owned Subsidiaries or by Parent or its wholly owned Subsidiaries (collectively, the “Excluded Units”) will automatically be cancelled and no consideration will be received thereforCash-out Equityholders.

Merger Consideration. Subject to the provisions of this Agreement, at the Effective Time, by virtue of the Merger and without any action on the part of Parent, Parent GP, Merger Sub, the Partnership, Partnership GP GP, or any holder of Parent securities or Partnership Common Units: (a) All of the limited liability company interests in Merger Sub outstanding immediately prior to the Effective Time will be automatically converted into the sole limited partner interest in the Partnership. (b) The general partner interest in the Partnership issued and outstanding immediately prior to the Effective Time will remain outstanding in the Surviving Entity in the form set forth in the Existing Partnership Agreement, and Partnership GP, as the holder of such general partner interest, will continue as the sole general partner of the Surviving Entity as set forth in the Existing Partnership Agreement. At the Effective Time, the books and records of the Partnership will be revised to reflect that all limited partners of the Partnership immediately prior to the Effective Time cease to be limited partners of the Partnership pursuant to the terms of this Agreement and that Parent is the sole limited partner of the Partnership, and the Partnership will continue without dissolution. Immediately prior to the Merger (but following the ATLS Merger), ATLS shall distribute all of the equity interests in Partnership GP to TRGP, which shall immediately thereafter contribute such interests to Parent. (c) Each Partnership Common Unit issued and outstanding immediately prior to the Effective Time (excluding any Excluded Units) will be converted into the right to receive (i) 0.5846 0.185 Parent Common Units (the “Equity Merger Consideration,” and such ratio, the “Exchange Ratio”), which Parent Common Units will be duly authorized and authorized, validly issued and fully paid in accordance with applicable Laws and the Parent Agreement, as applicable (such Parent Common Units described in this clause (c) are referred to herein as the “New Common Units”) ,” and (ii) cash in amount the issuance of $1.26 (the New Common Units as part of the Merger Consideration pursuant to this Agreement is referred to herein as the “Cash Consideration” (which shall not include any cash paid by Parent in connection with the Class E Preferred New Common Unit Redemption) and together with the Equity Consideration, the “Merger ConsiderationIssuance”). (d) Notwithstanding anything to the contrary in this Agreement, at the Effective Time, all each Partnership Units Common Unit (if any) owned immediately prior to the Effective Time by the Partnership or its wholly owned Subsidiaries or by Parent or its wholly owned Subsidiaries (collectively, the “Excluded Units”) will automatically be cancelled and cease to exist and no consideration will be received therefor. (e) At the Effective Time, except as noted within the last sentence of this Section 3.1(e), any award of Partnership Common Units (including performance units based upon Partnership Common Units) issued under the Partnership LTIP (“Partnership Restricted Units”) and outstanding immediately prior to the Effective Time shall be converted into new awards of restricted units based upon Parent Units (“Parent Restricted Units”). With respect to any Partnership Restricted Unit that is a performance unit prior to the Effective Time, the performance period shall end and be calculated by the Partnership immediately prior to the Effective Time in accordance with the terms of the individual performance unit award agreements that govern such awards, and the target number of performance units for each holder shall be adjusted in accordance with the terms of the individual performance unit award agreements that govern such awards immediately prior to the conversion of that adjusted Partnership Restricted Unit to a Parent Restricted Unit; provided, however, that the Partnership’s calculation of the performance actually attained on the “Change in Control Date” (as defined in the applicable award agreements) for the shortened performance period shall be subject to the Parent’s good faith review of such calculations on or as soon as practicable following the Closing. Each award of Partnership Restricted Units being converted into an award of Parent Restricted Units shall be converted with the number of Parent Restricted Units subject to each such converted award to be equal to the result of (i) the number of Partnership Restricted Units subject to such award multiplied by (ii) the Exchange Ratio, rounded down to the nearest whole Parent Restricted Unit. Each Parent Restricted Unit shall represent a right to receive a Parent Common Unit on the date the restrictions applicable to the Parent Restricted Unit lapses. The agreements between the Partnership GP and each such award holder regarding the Partnership Restricted Units shall be assumed by Parent or an Affiliate thereof, and such awards, as converted by Parent pursuant to this Section 3.1(e) into Parent Restricted Units, shall continue to be governed, on and after the Effective Time, by the terms and conditions of such agreements (subject to the adjustments required by this Section 3.1(e) after giving effect to the Merger) and by the Partnership LTIP as adopted by Parent pursuant to Section 3.5 and shall otherwise be subject to the same terms and conditions, including, but not limited to, vesting. Notwithstanding the foregoing, the vesting of the Partnership Restricted Units that any Employee who is either not an Offered Employee or is an Offered Employee that received an Unqualified Offer and determined not to accept such an Unqualified Offer or any member of the Partnership Board holds at the Effective Time shall be accelerated by the Partnership in accordance with the terms of the Partnership LTIP and the applicable award agreements as if the Employee’s or Partnership Board members’ service relationship was terminated without “Cause” or by an “Involuntary Termination,” as applicable, on or following a “Change of Control” (each term as defined in the applicable award agreements) and such Partnership Restricted Units shall be converted into the right to receive the Merger Consideration pursuant to Section 3.1(c) on the terms applicable to issued and outstanding Partnership Common Units. If an Employee is an Offered Employee that received a Qualified Offer and determined not to accept such a Qualified Offer, the Employee’s Partnership Restricted Units will be forfeited pursuant to his award agreements as if he had voluntarily resigned immediately prior to the Effective Time.

Merger Consideration. Subject to the provisions of this Agreement, at the Effective TimeTime (except as noted below in clause (b)), by virtue of the Merger and without any action on the part of ParentPartners, Parent GP, Merger Sub, the Partnership, Partnership GP Holdings or any holder of Parent securities or Partnership Units: (a) All of the limited liability company interests in Merger Sub MergerCo outstanding immediately prior to the Effective Time will be automatically converted into shall remain outstanding as limited liability company interests in the Surviving Entity, and Partners, as the holder of such limited liability company interests, shall continue as the sole limited partner interest in member of the PartnershipSurviving Entity. (b) The general partner interest in the Partnership Holdings issued and outstanding immediately prior to the Effective Time will remain outstanding (in the Surviving Entity non-economic form effected by the Fourth Amendment) shall be converted into the right to receive the non-economic general partner interest in the form Partners as set forth in the Existing Partners Amended and Restated Partnership Agreement, and Holdings GP shall be admitted (immediately prior to the Effective Time in accordance with Section 4.6(c) of the Partners Existing Partnership GP, as the holder of such general partner interest, will continue Agreement) as the sole general partner of Partners in accordance with the Surviving Entity as set forth in the Partners Existing Partnership Agreement. At the Effective Time, the books and records of the Partnership will be revised to reflect that all limited partners of the Partnership immediately prior to the Effective Time cease to be limited partners of the Partnership pursuant to the terms of this Agreement and that Parent is the sole limited partner of the Partnership, Partners Amended and the Restated Partnership will continue without dissolution. Immediately prior to the Merger (but following the ATLS Merger), ATLS shall distribute all of the equity interests in Partnership GP to TRGP, which shall immediately thereafter contribute such interests to ParentAgreement. (c) Each Partnership Unit issued and outstanding immediately prior to the Effective Time (excluding any Excluded Unitsother than Units held by Partners or its Subsidiaries or Holdings or its Subsidiaries) will shall be converted into the right to receive (i) 0.5846 Parent 1.5 Common Units (the “Equity Consideration,” and such ratio, the “Exchange Ratio,” and such amount of Common Units, the “Merger Consideration”), ) which Parent Common Units will shall be duly authorized and validly issued in accordance with applicable Laws and the Parent Partners Existing Partnership Agreement and the Partners Amended and Restated Partnership Agreement, as applicable, fully paid (to the extent required under the Partners Existing Partnership Agreement and the Partners Amended and Restated Partnership Agreement, as applicable) and non-assessable (except to the extent such non-assessability may be affected by Sections 17-303, 17-607 and 17-804 of the DRULPA) (such Parent Common Units described in this clause (c) are shall be referred to herein as the “New Common Units”) and (ii) cash in amount of $1.26 (the “Cash Consideration” (which shall not include any cash paid by Parent in connection with the Class E Preferred Unit Redemption) and together with the Equity Consideration, the “Merger Consideration”). (d) Notwithstanding anything to the contrary in this Agreement, at the Effective Time, all Partnership Units owned immediately prior to the Effective Time by the Partnership or its wholly owned Subsidiaries or by Parent or its wholly owned Subsidiaries (collectively, the “Excluded Units”) will automatically be cancelled and no consideration will be received therefor.

Merger Consideration. Subject to the provisions of this Agreement, at the Effective Time, by virtue of the Merger and without any action on the part of Parent, Parent GP, Merger Sub, the Partnership, Partnership GP or any holder of Parent securities or Partnership Units: (a) All of In connection with the limited liability company interests Horizon/Subsidiary Merger, each issued and outstanding Horizon Common Share and each outstanding Horizon Stock Option shall be treated as set forth in Merger Sub outstanding immediately prior to the Effective Time will be automatically converted into the sole limited partner interest in the PartnershipSection 1.2. (b) The general partner interest As of the Prime/Horizon Merger Effective Time, each Horizon Common Share and Sky Merger Common Share that is owned by Horizon or any Horizon Subsidiary (as defined below) shall in each case automatically be canceled and retired and all rights with respect thereto shall cease to exist, and no Prime/Horizon Merger Consideration (as defined below) shall be delivered in exchange therefor. As of the Partnership issued and outstanding immediately prior to the Effective Time will remain outstanding in the Surviving Entity in the form set forth in the Existing Partnership Agreement, and Partnership GP, as the holder of such general partner interest, will continue as the sole general partner of the Surviving Entity as set forth in the Existing Partnership Agreement. At the Merger Effective Time, the books issued and records outstanding common units of Horizon Partnership (each, a "Horizon OP Unit") that are owned by Horizon shall convert into the right to receive, for each such Horizon OP Unit, that number of common units of Prime Partnership will be revised to reflect that all limited partners (each, a "Prime Common Unit") and convertible Series B preferred units of the Prime Partnership immediately prior (each, a "Prime Series B Preferred Unit") equal to the Effective Time cease to be limited partners number of the Partnership Surviving Company Common Shares and Surviving Company Series B Preferred Shares, respectively, into which each Horizon Common Share is converted pursuant to the terms of this Agreement and that Parent is the sole limited partner of the Partnership, and the Partnership will continue without dissolution. Immediately prior to the Merger (but following the ATLS Prime/Horizon Merger), ATLS shall distribute all of the equity interests in Partnership GP to TRGP, which shall immediately thereafter contribute such interests to Parent. (c) Each Subject to Section 1.14(g), each Horizon OP Unit (other than units held by Horizon or any Horizon Subsidiary) shall be converted by the Partnership Merger into the right to receive, 0.9193 of a Prime Common Unit (the "Partnership Merger Consideration"). As of the Partnership Merger Effective Time, all such Horizon OP Units shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of record of Horizon OP Units shall cease to have any rights thereto, except the right to receive the Partnership Merger Consideration, any dividend or other distribution to which such holder is entitled pursuant to Section 1.14(d) and any cash in lieu of fractional units to be issued or paid in consideration therefor upon surrender of such Horizon OP Units in accordance with Section 1.14(g), without interest. (d) Subject to Section 1.14(g), each issued and outstanding immediately prior to the Effective Time Sky Merger Common Share (excluding other than shares held by Horizon or any Excluded UnitsHorizon Subsidiary) will shall be converted by the Prime/Horizon Merger into the right to receive (i) 0.5846 Parent Units 0.20 of a share of 8.5% Series B Cumulative Participating Convertible Preferred Stock, $.0.01 par value per share, of the Surviving Company (the “Equity Consideration,” and such ratio, the “Exchange Ratio”), which Parent Units will be duly authorized and validly issued in accordance with applicable Laws and the Parent Agreement, (such Parent Units described in this clause (c) are referred to herein as the “New Common Units”"Surviving Company Series B Preferred Share") and (ii) cash in amount 0.597 of a share of common stock, $1.26 0.01 par value per share, of the Surviving Company (the “Cash Consideration” "Surviving Company Common Share") (which shall not include any cash paid by Parent in connection with the Class E Preferred Unit Redemption) and together with the Equity Consideration, the “"Prime/Horizon Merger Consideration”"). (d) Notwithstanding anything to . As of the contrary in this Agreement, at the Prime/Horizon Merger Effective Time, all Partnership Units owned immediately prior to the Effective Time by the Partnership or its wholly owned Subsidiaries or by Parent or its wholly owned Subsidiaries (collectively, the “Excluded Units”) will such Sky Merger Common Shares shall no longer be outstanding and shall automatically be cancelled canceled and no retired and shall cease to exist, and each holder of a certificate representing any such Sky Merger Common Shares shall cease to have any rights thereto, except the right to receive the Prime/Horizon Merger Consideration, any dividend or other distribution to which such holder is entitled pursuant to Section 1.14(d) and any cash in lieu of fractional shares to be issued or paid in consideration will be received therefortherefor upon surrender of such certificate in accordance with Section 1.14(g), without interest.

Merger Consideration. Subject to the provisions of this AgreementAgreement and in accordance with the relevant provisions of the DRULPA and the DLLCA, at the Effective Time, by virtue of the Merger Mergers and without any action on the part of Parent, the Parent GP, Merger SubEntities, the PartnershipPartnership Entities, Partnership GP or any holder of Parent securities or Partnership Unitsany other Person: (a) All of the limited liability company Partnership Common Units outstanding immediately prior to the Effective Time, other than any Parent Affiliate Units, will be automatically converted into the right to receive cash and Parent Common Units as set forth in Section 3.1(c) and all of the member interests in Merger Sub the Partnership GP outstanding immediately prior to the Effective Time will be automatically converted into cancelled. Each Partnership Unit issued and outstanding immediately prior to the sole Effective Time held of record by an Affiliate of Parent and specified in writing by Parent not less than two (2) Business Days prior to the Closing (such Partnership Units, the “Parent Affiliate Units”), shall remain outstanding as common units representing limited partner interest interests in the PartnershipSurviving Partnership (“Surviving Partnership Common Units”). (b) The general partner interest Partnership GP Interest in the Partnership issued and outstanding immediately prior to the Effective Time will remain outstanding in the Surviving Entity in the form set forth in the Existing Partnership Agreement, and Partnership GP, as the holder of such general partner interest, will continue as the sole general partner of the Surviving Entity as set forth in the Existing Partnership Agreement. At the Effective Time, the books and records of the Partnership will be revised to reflect that all limited partners of the Partnership immediately prior to the Effective Time cease to be limited partners of the Partnership pursuant to the terms of this Agreement and that Parent is the sole limited partner of the Partnership, and the Partnership will continue without dissolution. Immediately prior to the Merger (but following the ATLS Merger), ATLS shall distribute all of the equity interests in Partnership GP to TRGP, which shall immediately thereafter contribute such interests to Parent. (c) Each Partnership Common Unit issued and outstanding immediately prior to the Effective Time (excluding any Excluded Units) will be converted into the right to receive (i) 0.5846 1.04 Parent Common Units (the “Equity Consideration,” and such ratio, the “Exchange Ratio”), which Parent Common Units will be duly authorized and validly issued in accordance with applicable Laws and the Parent Agreement, as applicable (such Parent Units described in this clause (c) are referred to herein as the “New Common UnitsUnit Consideration”) and (ii) cash $2.57 in amount of $1.26 cash, without interest (and as may be adjusted pursuant to Section 6.18(c), the “Cash Consideration” (which shall not include any cash paid by Parent in connection with the Class E Preferred Unit Redemption) ”, and together with the Equity Unit Consideration, the “Merger Consideration”). (d) The member interests of the Partnership GP issued and outstanding immediately prior to the Effective Time will automatically be cancelled and no consideration will be received therefor. (e) All of the member interests in Merger Sub 1 issued and outstanding immediately prior to the Effective Time will automatically be converted into the sole member interest in the Surviving GP. All of the member interests in Merger Sub 2 issued and outstanding immediately prior to the Effective Time will automatically be converted into, in the aggregate, a number of Surviving Partnership Common Units representing a 99.0% limited partner interest in the Surviving Partnership, after taking into account the number of Parent Affiliate Units that remain outstanding as Surviving Partnership Common Units in accordance with Section 3.1(a). (f) Notwithstanding anything to the contrary in this Agreement, at the Effective Time, all Partnership Common Units (if any) owned immediately prior to the Effective Time by the Partnership or its wholly owned Subsidiaries or by Parent or its wholly owned Subsidiaries (collectively, the “Excluded other than any Parent Affiliate Units”) will automatically be cancelled and no consideration will be received therefor.

Merger Consideration. Subject to the provisions of this Agreement, at the Effective Time, by virtue of the Merger and without any action on the part of Parent, Parent GP, Merger Sub, any of the Partnership, Partnership GP Parties or any holder of Parent securities or Partnership Units:Common Units (except any action required on the part of TE pursuant to Section 2.3(d)): (a) All Effect of the limited liability company interests in Merger Sub outstanding immediately prior to the Effective Time will be automatically converted into the sole limited partner interest in the Partnershipon Partnership Common Units. (bi) The general partner interest in the Subject to Section 2.4(e), each Partnership Public Unit issued and outstanding immediately prior to the Effective Time will remain shall be converted into the right to receive 2.0 TEGP Class A Shares (the “Merger Consideration” and such ratio, the “Exchange Ratio”). The TEGP Class A Shares described in this Section 2.3(a)(i) are referred to herein as the “New TEGP Class A Shares.” (ii) Each Partnership Public Unit, upon being converted into the right to receive the Merger Consideration pursuant to Section 2.3(a)(i), shall cease to be outstanding in the Surviving Entity in the form set forth in the Existing Partnership Agreementand shall be canceled and retired and shall cease to exist, and Partnership GP, as the holder of such general partner interest, will continue as Partnership Public Unit immediately prior to the sole general Effective Time shall thereafter cease to be a limited partner of the Partnership or have any rights with respect to such Partnership Public Unit, except the right to receive the Merger Consideration and any distributions to which former holders of Partnership Public Units become entitled in accordance with this Article II upon the surrender of uncertificated Partnership Public Units represented by book-entry (“Book-Entry Units”), together with a properly completed and duly executed Letter of Transmittal and such other documents as are required to be delivered by Section 2.4. (b) Treatment of Partnership-Owned and TE-Owned Partnership Interests. (i) Any Partnership Common Units held immediately prior to the Effective Time by the Partnership shall automatically be cancelled and cease to exist. No consideration shall be delivered to the Partnership in respect thereof. (ii) All of the Partnership Common Units issued and outstanding immediately prior to the Effective Time and held by TE or Holdco shall be unaffected by the Merger and shall remain outstanding in the Surviving Entity as set forth in the Existing TEP Partnership Agreement, and TE and Holdco shall continue as limited partners of the Surviving Entity, and no consideration shall be delivered to TE or Holdco in respect thereof. (iii) The Incentive Distribution Rights issued and outstanding immediately prior to the Effective Time and held by the General Partner shall be cancelled and cease to exist. No consideration shall be delivered to the General Partner in respect thereof. (iv) Notwithstanding any provision of the TEP Partnership Agreement (and the TEP Partnership Agreement is amended at the Effective Time to the extent necessary to provide that), the Partnership General Partner Interest issued and outstanding immediately prior to the Effective Time and held by the General Partner shall be, and at the Effective Time is, automatically converted into a non-economic general partner interest in the Surviving Entity and, as a result, from and after the Effective Time, the General Partner shall continue as the general partner of the Surviving Entity without interruption, the General Partner shall not be entitled to any distributions, allocations or other economic rights associated with the Partnership General Partner Interest, the General Partner shall continue to be entitled to any management rights associated with the Partnership General Partner Interest and the Partnership shall continue without dissolution. No consideration shall be delivered to the General Partner in respect thereof. At the Effective Time, the books and records of the Partnership will shall be revised to reflect that the cancellation and retirement of all limited partners Partnership Public Units and the conversion of the Partnership immediately prior General Partner Interest to a non-economic general partner interest, and the Effective Time cease to be limited partners existence of the Partnership pursuant to the terms of this Agreement and that Parent is the sole limited partner of the Partnership, and the Partnership will shall continue without dissolution. Immediately prior to the Merger (but following the ATLS Merger), ATLS shall distribute all of the equity interests in Partnership GP to TRGP, which shall immediately thereafter contribute such interests to Parent. (c) Each Partnership Unit Effect of Merger on Equity of Merger Sub. The limited liability company interests in Merger Sub issued and outstanding immediately prior to the Effective Time (excluding any Excluded Units) will shall be converted into the right cancelled and cease to receive (i) 0.5846 Parent Units (the “Equity Consideration,” exist, and such ratio, the “Exchange Ratio”), which Parent Units will no consideration shall be duly authorized and validly issued in accordance with applicable Laws and the Parent Agreement, (such Parent Units described in this clause (c) are referred to herein as the “New Common Units”) and (ii) cash in amount of $1.26 (the “Cash Consideration” (which shall not include any cash paid by Parent in connection with the Class E Preferred Unit Redemption) and together with the Equity Consideration, the “Merger Consideration”)delivered respect thereof. (d) Notwithstanding anything Issuance of TE Units. TE shall issue to TEGP a number of TE Units equal to the contrary in number of New TEGP Class A Shares issued as Merger Consideration pursuant to Section 2.3(a)(i) (including, for the avoidance of doubt, New TEGP Class A Shares issued upon the rounding up of fractional TEGP Class A Shares pursuant to Section 2.4(e)). For the avoidance of doubt, notwithstanding any other provision of this Agreement, at the Effective Time, all Partnership Units owned immediately prior to the Effective Time by the Partnership or its wholly owned Subsidiaries or by Parent or its wholly owned Subsidiaries (collectively, the “Excluded Units”) will automatically no fractional TE Unit shall be cancelled and no consideration will be received thereforissued.

Merger Consideration. Subject As soon as reasonably practicable following the Closing (but in no event later than the next Business Day after Closing), Parent shall transfer, by wire transfer of immediately available funds: (A) to the provisions of Payment Agent for exchange in accordance with this AgreementArticle II, at the Effective Time, by virtue that portion of the Merger and without any action on the part of Parent, Parent GP, Merger Sub, the Partnership, Partnership GP or any holder of Parent securities or Partnership Units: (a) All of the limited liability company interests in Merger Sub outstanding immediately prior to the Effective Time will be automatically converted into the sole limited partner interest in the Partnership. (b) The general partner interest in the Partnership issued and outstanding immediately prior to the Effective Time will remain outstanding in the Surviving Entity in the form set forth in the Existing Partnership Agreement, and Partnership GP, as the holder of such general partner interest, will continue as the sole general partner of the Surviving Entity as set forth in the Existing Partnership Agreement. At the Effective Time, the books and records of the Partnership will be revised to reflect that all limited partners of the Partnership immediately prior to the Effective Time cease to be limited partners of the Partnership Consideration payable pursuant to the terms Section 1.3(b) in exchange for shares of this Agreement and that Parent is the sole limited partner Company Capital Stock, outstanding as of the Partnership, and the Partnership will continue without dissolution. Immediately prior to the Merger (but following the ATLS Merger), ATLS shall distribute all of the equity interests in Partnership GP to TRGP, which shall immediately thereafter contribute such interests to Parent. (c) Each Partnership Unit issued and outstanding immediately prior to the Effective Time (excluding less any Excluded Unitsamounts to be withheld and transferred to the Escrow Agent in respect of the Adjustment Escrow Amount or Indemnity Escrow Amount or withheld and transferred to the Stockholders’ Representative in respect of the Expense Fund); (B) will be converted into to the right to receive (i) 0.5846 Parent Units (the “Equity Consideration,” and such ratio, the “Exchange Ratio”), which Parent Units will be duly authorized and validly issued Payment Agent for exchange in accordance with applicable Laws this Article II, that portion of Merger Consideration payable pursuant to Section 1.3(c)(i) payable to Company Option Holders in exchange for Vested Company Options which are Non-Employee Company Options (less any amounts to be withheld and the Parent Agreement, (such Parent Units described in this clause (c) are referred to herein as the “New Common Units”) and (ii) cash in amount of $1.26 (the “Cash Consideration” (which shall not include any cash paid by Parent in connection with the Class E Preferred Unit Redemption) and together with the Equity Consideration, the “Merger Consideration”). (d) Notwithstanding anything transferred to the contrary Escrow Agent in this Agreement, at respect of the Effective Time, all Partnership Units owned Adjustment Escrow Amount or Indemnity Escrow Amount or withheld and transferred to the Stockholders’ Representative in respect of the Expense Fund) outstanding as of immediately prior to the Effective Time by Time; (C) to the Partnership Payment Agent for exchange in accordance with this Article II, that portion of Merger Consideration payable to Company Warrantholders pursuant to Section 1.3(d) in exchange for Company Warrants (less any amounts to be withheld and transferred to the Escrow Agent in respect of the Adjustment Escrow Amount or its wholly owned Subsidiaries Indemnity Escrow Amount or by Parent withheld and transferred to the Stockholders’ Representative in respect of the Expense Fund), outstanding as of immediately prior to the Effective Time; and (D) to the Surviving Corporation for further payment through the Surviving Corporation’s payroll processing system net of applicable Tax withholding in accordance with this Article II, that portion of Merger Consideration payable to Company Option Holders pursuant to Section 1.3(c)(i) in exchange for Vested Company Options which are Employee Company Options (less any amounts to be withheld and transferred to the Escrow Agent in respect of the Adjustment Escrow Amount or its wholly owned Subsidiaries (collectively, Indemnity Escrow Amount or withheld and transferred to the “Excluded Units”Stockholders’ Representative in respect of the Expense Fund) will automatically be cancelled and no consideration will be received thereforoutstanding as of immediately prior to the Effective Time.

Merger Consideration. Subject to the provisions of this Agreement, at At the Effective Time, by virtue of the Merger and without any action on the part of Parentany Party or the holders of the securities of SPAC, Parent GP, holders of the securities of the Company or holders of the securities of Merger Sub, the Partnership, Partnership GP or any holder of Parent securities or Partnership Units: (a) All of the limited liability company interests in Merger Sub outstanding immediately prior to the Effective Time will be automatically converted into the sole limited partner interest in the Partnership. (b) The general partner interest in the Partnership issued and outstanding immediately prior to the Effective Time will remain outstanding in the Surviving Entity in the form set forth in the Existing Partnership Agreement, and Partnership GP, as the holder of such general partner interest, will continue as the sole general partner of the Surviving Entity as set forth in the Existing Partnership Agreement. At the Effective Time, the books and records of the Partnership will be revised to reflect that all limited partners of the Partnership immediately prior to the Effective Time cease to be limited partners of the Partnership pursuant to the terms of this Agreement and that Parent is the sole limited partner of the Partnership, and the Partnership will continue without dissolution. Immediately prior to the Merger (but following the ATLS Merger), ATLS shall distribute all of the equity interests in Partnership GP to TRGP, which shall immediately thereafter contribute such interests to Parent. (c) Each Partnership SPAC Unit issued and outstanding immediately prior to the Effective Time shall be automatically detached and the holder thereof shall be deemed to hold one (excluding any Excluded Units1) will SPAC Share and one-half of one (0.5) SPAC Warrant, which underlying securities shall be converted into the right to receive (i) 0.5846 Parent Units (the “Equity Consideration,” and such ratio, the “Exchange Ratio”), which Parent Units will be duly authorized and validly issued in accordance with the applicable Laws and the Parent Agreement, (such Parent Units described in terms of this clause (c) are referred to herein as the “New Common Units”) and (ii) cash in amount of $1.26 (the “Cash Consideration” (which shall not include any cash paid by Parent in connection with the Class E Preferred Unit Redemption) and together with the Equity Consideration, the “Merger Consideration”)Section 2.2. (db) Notwithstanding anything to the contrary in this Agreement, at the Effective Time, all Partnership Units owned Each SPAC Share issued and outstanding immediately prior to the Effective Time shall be converted automatically into the Per Share Consideration, following which all SPAC Shares shall automatically be canceled and shall cease to exist by virtue of the Merger. The holders of SPAC Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such shares, except as provided herein or under applicable Law. (c) 1,875,000 of the Sponsor Shares issued and outstanding immediately prior to the Effective Time shall be automatically converted into the Per Share Consideration, following which all Sponsor Shares shall automatically be canceled and shall cease to exist by virtue of the Merger. Sponsor shall cease to have any rights with respect to such shares, except as provided herein or under applicable Law. (d) The Company shall issue to Perception at the Effective Time the Perception Company Warrants as additional consideration for services provided by Perception to the Company. (e) The Company shall issue 2,847,436 Company Ordinary Shares (“Management Shares”) and 3,986,410 Company Warrants (“Management Warrants”) to Company Management. The Management Shares will bear the restrictive legends and stop transfer instructions as set forth in the Lockup Agreement. (f) All rights with respect to SPAC Shares underlying SPAC Warrants shall be converted into rights with respect to Company Ordinary Shares and thereupon assumed by the Partnership Company. Accordingly, from and after the Effective Time: (i) each SPAC Warrant assumed by the Company may be exercised solely for Company Ordinary Shares; (ii) the number of Company Ordinary Shares subject to each SPAC Warrant assumed by the Company shall be determined by multiplying (x) the number of SPAC Shares that were subject to such SPAC Warrant, as in effect immediately prior to the Effective Time, by (y) the Per Share Consideration, and rounding the resulting number up to the nearest whole number of Company Ordinary Shares; (iii) the per share exercise price for the Company Ordinary Shares issuable upon exercise of each SPAC Warrant assumed by the Company shall be determined by dividing (x) the exercise price per SPAC Share subject to such SPAC Warrant, as in effect immediately prior to the Effective Time, by (y) the Per Share Consideration, and rounding the resulting exercise price up to the nearest whole cent; and (iv) any restriction on the exercise of any SPAC Warrant assumed by the Company shall continue in full force and effect and the term, exercisability, vesting schedule and other provisions of such SPAC Warrant shall otherwise remain unchanged; provided, however, that: (A) to the extent provided under the terms of a SPAC Warrant, such SPAC Warrant assumed by the Company in accordance with this Section 2.2(f) shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, division or its wholly owned Subsidiaries subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction with respect to Company Ordinary Shares subsequent to the Effective Time; and (B) the Company Board or a committee thereof shall succeed the authority and responsibility, if any, of the SPAC Board or any committee thereof with respect to each SPAC Warrant assumed by Parent or its wholly owned Subsidiaries the Company. (collectivelyg) Each issued and outstanding share of capital stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and non-assessable share of common stock, par value $0.0001 per share, of the “Excluded Units”) will automatically be cancelled and no consideration will be received thereforSurviving Company, which shall constitute the only outstanding share of capital stock of the Surviving Company.

Merger Consideration. Subject to the provisions of this Agreement, at the Effective TimeTime (except as noted below in clause (b)), by virtue of the Merger and without any action on the part of ParentPartners, Parent GP, Merger Sub, the Partnership, Partnership GP Xxxxxx or any holder of Parent securities or Partnership Xxxxxx Common Units: (a) All of the limited liability company interests in Merger Sub MergerCo outstanding immediately prior to the Effective Time will shall be automatically converted into the sole limited partner interest in the Partnershipcancelled and no consideration received therefor. (b) The general partner interest in the Partnership Xxxxxx issued and outstanding immediately prior to the Effective Time will shall remain outstanding in the Surviving Entity in the form as set forth in the Existing Xxxxxx Amended and Restated Partnership Agreement, and Partnership GPXxxxxx XX, as the holder of such general partner interest, will shall continue as the sole general partner of the Surviving Entity as set forth in the Existing Xxxxxx Amended and Restated Partnership Agreement. Partners agrees that at the Effective Time, Partners shall be automatically bound by the Xxxxxx Amended and Restated Partnership Agreement, and Partners shall be (and DEP GP hereby agrees that Partners is automatically) admitted to Xxxxxx as the sole limited partner of Xxxxxx with a limited partner interest which constitutes the percentage interest set forth in the Xxxxxx Amended and Restated Partnership Agreement. At the Effective Time, the books and records of the Partnership will Xxxxxx shall be revised to reflect that the admission of Partners as the sole limited partner of Xxxxxx and all other limited partners of the Partnership immediately prior to the Effective Time cease Xxxxxx simultaneously ceasing to be limited partners of the Partnership Xxxxxx pursuant to the terms of this Agreement and that Parent is the sole limited partner of the PartnershipAgreement, and the Partnership will Xxxxxx shall continue without dissolution. Immediately prior to the Merger (but following the ATLS Merger), ATLS shall distribute all of the equity interests in Partnership GP to TRGP, which shall immediately thereafter contribute such interests to Parent. (c) Each Partnership Xxxxxx Common Unit issued and outstanding immediately prior to the Effective Time (excluding other than any Excluded UnitsXxxxxx Common Units held by Xxxxxx or its Subsidiaries, which shall be cancelled as of the Effective Time) will shall be converted into the right to receive (i) 0.5846 Parent 1.010 Partners Common Units (the “Equity Consideration,” and such ratio, the “Exchange Ratio,” and such amount of Partners Common Units, the “Merger Consideration”), ) which Parent Partners Common Units will shall be duly authorized and validly issued in accordance with applicable Laws and the Parent Partners Partnership Agreement, as applicable, fully paid (to the extent required under the Partners Partnership Agreement) and non-assessable (except to the extent such non-assessability may be affected by Sections 17-303, 17-607 and 17-804 of the DRULPA) (such Parent Partners Common Units described in this clause (c) are shall be referred to herein as the “New Common Units”) and (ii) cash in amount of $1.26 (the “Cash Consideration” (which shall not include any cash paid by Parent in connection with the Class E Preferred Unit Redemption) and together with the Equity Consideration, the “Merger Consideration”). (d) Notwithstanding anything to the contrary in this Agreement, at the Effective Time, all Partnership Xxxxxx Common Units owned immediately prior to the Effective Time by the Partnership Xxxxxx or its wholly owned Subsidiaries or by Parent or its wholly owned Subsidiaries (collectively, the “Excluded Units”if any) will shall automatically be cancelled and no consideration will be received therefor.

Merger Consideration. Subject to the provisions of this Agreement, at the Effective Time, by virtue of the Merger and without any action on the part of Parent, Parent GP, GP Merger Sub, the Partnership, Partnership GP or any holder of Parent securities or Partnership Common Units, Partnership Class B Units or Partnership Class C Units: (a) All of the limited liability company interests in Merger Sub outstanding immediately prior to the Effective Time will be automatically converted into the sole limited partner interest in the Partnership. (b) The general partner interest in the Partnership issued and outstanding immediately prior to the Effective Time will remain outstanding in the Surviving Entity in the form set forth in the Existing Partnership Agreement, and the Partnership GP, as the holder of such general partner interest, will continue as the sole general partner of the Surviving Entity as set forth in the Existing Partnership Agreement. At the Effective Time, the books and records of the Partnership will be revised to reflect that all limited partners of the Partnership immediately prior to the Effective Time cease to be limited partners of the Partnership pursuant to the terms of this Agreement and that Parent is the sole limited partner of the Partnership, and the Partnership will continue without dissolution. Immediately prior to the Merger (but following the ATLS Merger), ATLS shall distribute all of the equity interests in Partnership GP to TRGP, which shall immediately thereafter contribute such interests to Parent. (c) Each Partnership Common Unit and Partnership Class B Unit issued and outstanding immediately prior to the Effective Time (excluding any Excluded Units) will be converted into the right to receive (i) 0.5846 0.9856 Parent Common Units (the “Equity Merger Consideration,” and such ratio, the “Exchange Ratio”), which Parent Common Units will be duly authorized and validly issued in accordance with applicable Laws and the Parent Agreement, as applicable (such Parent Common Units described in this clause (c) are referred to herein as the “New Common Units”). Notwithstanding anything to the contrary in this Agreement, in no event will Parent be obligated to issue in excess of 72,001,686 New Common Units as part of the Merger Consideration. (d) Each Partnership Class C Unit issued and outstanding immediately prior to the Effective Time will be converted into the right to receive cash in an amount equal to (i) $350 million divided by (ii) cash in amount the number of $1.26 Partnership Class C Units outstanding immediately prior to the Effective Time (the “Cash Consideration” (”), which shall not include any cash paid be treated as a purchase of the Class C Units by Parent from such holders in connection accordance with the Class E Preferred Unit Redemption) and together with the Equity Consideration, the “Merger Consideration”Treas. Reg. §1.708-1(c)(4). (de) Notwithstanding anything to the contrary in this Agreement, at the Effective Time, all Partnership Common Units, Partnership Class B Units and Partnership Class C Units (if any) owned immediately prior to the Effective Time by the Partnership or its wholly wholly-owned Subsidiaries or by Parent or its wholly wholly-owned Subsidiaries (collectively, the “Excluded Units”) will automatically be cancelled and no consideration will be received therefor.

Merger Consideration. Subject The aggregate consideration payable to holders of Shares (other than Dissenting Shares) in connection with the provisions Merger (“Merger Consideration”) shall be: (A) (x) One Hundred Fifty-Eight Million Eight Hundred Thousand Dollars ($158,800,000) plus the aggregate purchase price and transaction costs of any acquisitions (“Interim Acquisitions”) completed by Pac-Van, during the period commencing the date of this Agreement, at Agreement and ending on the Effective Time, minus (B) the principal which is borrowed from LaSalle Bank National Association (“LaSalle Bank”) under the senior secured credit facility of Pac-Van (“Credit Facility”) (which principal shall not exceed Eighty-Six Million Dollars ($86,000,000) plus any indebtedness incurred under the Credit Facility to complete the Interim Acquisitions) and accrued but unpaid interest on such principal, minus (C) the principal which is borrowed from SPV Capital Funding, L.L.C., as assignee of Laminar Direct Capital L.P. (“SPV Capital”) pursuant to a senior subordinated promissory note issued by virtue Pac-Van (the “Subordinated Note”) (which principal shall not exceed Twenty-Five Million Dollars ($25,000,000)) (the “Senior Subordinated Loan”) and accrued but unpaid interest on such principal and minus (D) any other indebtedness for borrowed money of MOAC and Pac-Van (other than indebtedness under the Credit Facility and the Subordinated Note). The Merger Consideration will be paid to the stockholders of MOAC and each holder of a cancelled MOAC Stock Option (“Eligible Stock Option Holder”) as follows (allocated among such stockholders and optionholders in accordance with the allocation set forth on Section 2.1 of the Merger and without any action on the part of Parent, Parent GP, Merger Sub, the Partnership, Partnership GP or any holder of Parent securities or Partnership UnitsCompanies Disclosure Schedules: (ai) All a total of up to Twenty-One Million Five Hundred Thousand Dollars ($21,500,000) (the limited liability company interests in Merger Sub outstanding “Cash”) via wire transfer of immediately prior available funds; (ii) Four Million (4,000,000) shares of restricted common stock of Parent (the “Parent Common Stock”) valued at Seven Dollars Fifty Cents ($7.50) per share, which shall include shares of restricted Parent Common Stock with an aggregate value of Eight Million Five Hundred Thousand Dollars ($8,500,000) valued at Seven Dollars Fifty Cents ($7.50) per share (the “Pledged Shares”) which will be pledged by each MOAC Stockholder to secure the indemnification obligations under this Agreement of such MOAC Stockholder pursuant to the Effective Time will be automatically converted into the sole limited partner interest in the Partnership. (b) The general partner interest in the Partnership issued and outstanding immediately prior to the Effective Time will remain outstanding in the Surviving Entity pledge agreement in the form set forth in the Existing Partnership Agreement, and Partnership GP, as the holder of such general partner interest, will continue as the sole general partner of the Surviving Entity as set forth in the Existing Partnership Agreement. At the Effective Time, the books and records of the Partnership will be revised to reflect that all limited partners of the Partnership immediately prior to the Effective Time cease to be limited partners of the Partnership pursuant to the terms of this Agreement and that Parent is the sole limited partner of the Partnership, and the Partnership will continue without dissolution. Immediately prior to the Merger (but following the ATLS Merger), ATLS shall distribute all of the equity interests in Partnership GP to TRGP, which shall immediately thereafter contribute such interests to Parent. (c) Each Partnership Unit issued and outstanding immediately prior to the Effective Time (excluding any Excluded Units) will be converted into the right to receive (i) 0.5846 Parent Units Exhibit B attached hereto (the “Equity Consideration,” and such ratio, the “Exchange RatioPledge Agreement”); and (iii) a subordinated, which Parent Units will be duly authorized and validly issued unsecured promissory note of Sub in accordance with applicable Laws and the Parent Agreement, (such Parent Units described in this clause (c) are referred to herein as the “New Common Units”) and (ii) cash in amount form of $1.26 Exhibit C attached hereto (the “Cash Consideration” (which shall not include any cash paid by Parent in connection with the Class E Preferred Unit Redemption) and together with the Equity Consideration, the “Merger Consideration”). (d) Notwithstanding anything to the contrary in this Agreement, at the Effective Time, all Partnership Units owned immediately prior to the Effective Time by the Partnership or its wholly owned Subsidiaries or by Parent or its wholly owned Subsidiaries (collectively, the “Excluded UnitsHoldback Note”) will automatically be cancelled and no consideration will be received thereforwith a principal value of One Million Five Hundred Thousand Dollars ($1,500,000) bearing interest of 8% per annum payable semi-annually.

Merger Consideration. (a) At or following the Effective Time, as applicable, by virtue of the Merger and without any action on the part of the Company, Buyer, Merger Sub or any of the Holders: (i) Each Unit issued and outstanding immediately prior to the Effective Time shall be automatically converted into the right to receive the Holder’s Percentage Share of the various components of the Merger Consideration, in accordance with Section 3.1(b). (ii) Each Unit held by the Company shall be automatically cancelled and no consideration shall be issued or paid in respect thereof. (iii) Each membership interest of Merger Sub outstanding immediately prior to the Effective Time shall be converted into one fully paid and non-assessable membership interest of the Surviving Company. (b) U.S. Bank National Association shall act, at Buyer’s expense, as paying agent (the “Paying Agent”) in effecting the exchanges provided for herein. Subject in each case to Buyer’s rights of offset set forth in Section 9.7 and to the provisions of this the penultimate sentence of Section 6.12(b), and the Securityholder Representative’s rights set forth in Section 10.4(e), each Holder shall be entitled to receive from the Paying Agent or the Escrow Agent, as applicable, in exchange for all Units such Holder holds, such Holder’s Percentage Share of the Merger Consideration. Notwithstanding the foregoing, neither Buyer, the Company, the Surviving Company, the Paying Agent, Escrow Agent nor any other Person shall be liable to any Holder for Merger Consideration duly delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. (c) At the Closing, Buyer shall: (i) deposit with the Paying Agent, for the benefit of, and distribution to, the Holders (other than Victoria) in accordance with their respective Percentage Shares, an amount equal to the Holders’ Closing Payment minus the Victoria Closing Payment, by wire transfer of immediately available funds to such account or accounts of the Paying Agent as the Paying Agent shall designate in writing to Buyer not less than two (2) Business Days prior to the Closing Date; (ii) pay to Victoria the Victoria Closing Payment, by wire transfer of immediately available funds to such account or accounts of Victoria as Victoria shall designate in writing to Buyer not less than two (2) Business Days prior to the Closing Date; (iii) deliver to the Surviving Company an amount equal to the Performance Pool Closing Amount, which shall be distributed to the Performance Unitholders pro rata in accordance with their respective Performance Units, as may be adjusted prior to the Closing pursuant to the terms of the LTIP, pursuant to the Surviving Company’s payroll practices; (iv) deposit the Escrow Amount with U.S. Bank National Association, as the escrow agent (the “Escrow Agent”) pursuant to the Escrow Agreement, at by wire transfer of immediately available funds to such account or accounts of the Escrow Agent as the Escrow Agent shall designate in writing to Buyer not less than two (2) Business Days prior to the Closing Date, to be held pursuant to the terms of the Escrow Agreement; and (v) deliver to the Securityholder Representative an amount equal to the Securityholder Representative Hold-Back Amount, by wire transfer of immediately available funds to such account or accounts of the Securityholder Representative as the Securityholder Representative shall designate in writing to Buyer not less than two (2) Business Days prior to the Closing Date. (d) As of the Effective Time, by virtue of the Merger and without any action on the part of Parentthe Company, Parent GPBuyer, Merger Sub, the Partnership, Partnership GP Sub or any holder of Parent securities or Partnership Units: (a) All of the limited liability company interests Holders, all rights in Merger Sub outstanding immediately prior respect of all Units of the Company shall cease to exist, other than the right to receive the consideration as described in this Article III, payable, in each case, at the times and subject to the Effective Time will be automatically converted into the sole limited partner interest forms provided for therein or elsewhere in the Partnership. (b) The general partner interest in the Partnership issued and outstanding immediately prior to the Effective Time will remain outstanding in the Surviving Entity in the form set forth in the Existing Partnership Agreement, and Partnership GP, as the holder of such general partner interest, will continue as the sole general partner of the Surviving Entity as set forth in the Existing Partnership this Agreement. At the Effective Time, the unit transfer books and records of the Partnership will Company shall be closed and no transfer of Units shall thereafter be made. (e) Not less than twenty (20) Business Days prior to the Closing Date, the Company shall deliver to Buyer a statement (the “Initial MSR Valuation Statement”) setting forth the Company’s proposed valuation of the Initial MSR Portfolio (the “Initial MSR Value”). Absent an objection of Buyer in writing, which shall be delivered to the Company within ten (10) Business Days following delivery of the Initial MSR Valuation Statement, as to the proposed Initial MSR Value set forth in the Initial MSR Valuation Statement, such valuation by the Company shall be the Initial MSR Value used for purposes of determining the Estimated MSR Value. Should Buyer issue an objection to such valuation, it shall include in its objection its proposed adjustments to such valuation and its reasons therefor. The parties shall discuss any such proposed adjustments in good faith, and the Initial MSR Value shall be revised to reflect that all limited partners any adjustments to which the parties have agreed in writing prior to Closing. Absent such agreement, the Company’s valuation shall be the Initial MSR Value used for purposes of determining the Partnership immediately Estimated MSR Value. For purposes of determining the Estimated MSR Value, the valuation of mortgage servicing rights recorded by the Company during the period between the Initial MSR Cut-Off Date and the Pre-Closing MSR Cut-Off Date (the “Interim MSRs”) shall equal the book value thereof recorded by the Company in accordance with GAAP. Not less than seven (7) Business Days prior to the Effective Time cease Closing Date, the Company shall deliver to be limited partners of the Partnership pursuant to the terms of this Agreement and that Parent is the sole limited partner of the Partnership, and the Partnership will continue without dissolution. Immediately prior to the Merger (but following the ATLS Merger), ATLS shall distribute all of the equity interests in Partnership GP to TRGP, which shall immediately thereafter contribute such interests to Parent. (c) Each Partnership Unit issued and outstanding immediately prior to the Effective Time (excluding any Excluded Units) will be converted into the right to receive (i) 0.5846 Parent Units Buyer a statement (the “Equity Consideration,” and such ratio, the “Exchange Ratio”), which Parent Units will be duly authorized and validly issued in accordance with applicable Laws and the Parent Agreement, (such Parent Units described in this clause (c) are referred to herein as the “New Common UnitsInterim MSR Value Statement”) and (ii) cash in amount setting forth the aggregate book value of $1.26 the Interim MSRs (the “Cash Consideration” (which Interim MSR Value”). The sum of the Initial MSR Value and the Interim MSR Value shall not include any cash paid by Parent in connection with the Class E Preferred Unit Redemption) and together with the Equity Consideration, be the “Merger Consideration”)Estimated MSR Value” that is used for purposes of calculating the Closing Payment. (d) Notwithstanding anything to the contrary in this Agreement, at the Effective Time, all Partnership Units owned immediately prior to the Effective Time by the Partnership or its wholly owned Subsidiaries or by Parent or its wholly owned Subsidiaries (collectively, the “Excluded Units”) will automatically be cancelled and no consideration will be received therefor.

Merger Consideration. Subject to the provisions of this Agreement, at the Effective Time, by virtue of the Merger and without any action on the part of ParentPartners, Parent Partners GP, Merger SubOTLP GP, the PartnershipOILT, Partnership GP or any holder of Parent securities OILT Common Units, any holder of Partners Common Units or Partnership Unitsany other Person: (a) All of the limited liability company interests in Merger Sub MergerCo outstanding immediately prior to the Effective Time will shall be automatically converted into the sole limited partner interest in the Partnershipcancelled and no consideration received therefor. (b) The general partner interest in the Partnership OILT issued and outstanding immediately prior to the Effective Time will shall remain outstanding in the Surviving Entity in the form as set forth in the OILT Existing Partnership AgreementAgreement and no consideration shall be delivered to OTLP GP in respect thereof, and Partnership OTLP GP, as the holder of such general partner interest, will shall continue as the sole general partner of the Surviving Entity as set forth in the OILT Existing Partnership Agreement. At the Effective Time, the books and records of the Partnership will be revised to reflect that all limited partners of the Partnership . (c) The OILT IDRs outstanding immediately prior to the Effective Time cease to be limited partners Time, which are owned by OTLP GP, shall remain outstanding as OILT IDRs of the Partnership pursuant to the terms of this Agreement and that Parent is the sole limited partner of the PartnershipSurviving Entity, and the Partnership will continue without dissolution. Immediately prior no consideration shall be delivered to the Merger (but following the ATLS Merger), ATLS shall distribute all of the equity interests OTLP GP in Partnership GP to TRGP, which shall immediately thereafter contribute such interests to Parentrespect thereof. (cd) Each Partnership OILT Public Common Unit issued and outstanding immediately prior to the Effective Time (excluding any Excluded Units) will shall be converted into the right to receive (i) 0.5846 Parent 1.30 Partners Common Units (the “Equity Consideration,” and such ratio, the “Exchange Ratio,” and such amount of Partners Common Units, the “Merger Consideration”), ) which Parent Partners Common Units will shall be duly authorized and validly issued in accordance with applicable Laws and the Parent Partners Partnership Agreement, as applicable, fully paid (to the extent required under the Partners Partnership Agreement) and non-assessable (except to the extent such non-assessability may be affected by Sections 17-303, 17-607 and 17-804 of the DRULPA) (such Parent Partners Common Units described in this clause (cSection 3.1(d) are shall be referred to herein as the “New Common Units”) and (ii) cash in amount of $1.26 (the “Cash Consideration” (which shall not include any cash paid by Parent in connection with the Class E Preferred Unit Redemption) and together with the Equity Consideration, the “Merger Consideration”). (de) Partners agrees that at the Effective Time, Partners shall be automatically bound by the OILT Existing Partnership Agreement, and Partners shall be admitted as a limited partner of the Surviving Entity and issued a number of OILT Common Units equal to the number of OILT Public Common Units issued and outstanding immediately prior to the Effective Time pursuant to the OILT Existing Partnership Agreement. (f) The limited partner interest in OILT issued and outstanding immediately prior to the Effective Time and held by Partners and its Subsidiaries (including EPO) (the “OILT Current Affiliate Unitholder”) shall remain outstanding in the Surviving Entity as set forth in the OILT Existing Partnership Agreement, and the OILT Current Affiliate Unitholder shall continue as a limited partner of the Surviving Entity, and no consideration shall be delivered to the OILT Current Affiliate Unitholder in respect thereof. (g) Notwithstanding anything to the contrary in this Agreement, at the Effective Time, all Partnership OILT Common Units owned immediately prior to the Effective Time by the Partnership OILT or its wholly owned Subsidiaries or by Parent or its wholly owned Subsidiaries (collectively, the “Excluded Units”if any) will shall automatically be cancelled and no consideration will shall be received therefordelivered in respect thereof.

Merger Consideration. Subject to the provisions of this AgreementAgreement and in accordance with the relevant provisions of the DRULPA and the DLLCA, at the Effective Time, by virtue of the Merger Mergers and without any action on the part of Parent, the Parent GP, Merger SubEntities, the PartnershipPartnership Entities, Partnership GP or any holder of Parent securities or Partnership Unitsany other Person: (a) All of the limited liability company Partnership Common Units outstanding immediately prior to the Effective Time, other than any Parent Affiliate Units, will be automatically converted into the right to receive cash and Parent Common Units as set forth in Section 3.1(c) and all of the member interests in Merger Sub the Partnership GP outstanding immediately prior to the Effective Time will be automatically converted into cancelled. Each Partnership Unit issued and outstanding immediately prior to the sole Effective Time held of record by an Affiliate of Parent and specified in writing by Parent not less than two (2) Business Days prior to the Closing (such Partnership Units, the “Parent Affiliate Units”), shall remain outstanding as common units representing limited partner interest interests in the PartnershipSurviving Partnership (“Surviving Partnership Common Units”). (b) The general partner interest Partnership GP Interest in the Partnership issued and outstanding immediately prior to the Effective Time will remain outstanding in the Surviving Entity in the form set forth in the Existing Partnership Agreement, and Partnership GP, as the holder of such general partner interest, will continue as the sole general partner of the Surviving Entity as set forth in the Existing Partnership Agreement. At the Effective Time, the books and records of the Partnership will be revised to reflect that all limited partners of the Partnership immediately prior to the Effective Time cease to be limited partners of the Partnership pursuant to the terms of this Agreement and that Parent is the sole limited partner of the Partnership, and the Partnership will continue without dissolution. Immediately prior to the Merger (but following the ATLS Merger), ATLS shall distribute all of the equity interests in Partnership GP to TRGP, which shall immediately thereafter contribute such interests to Parent. (c) Each Partnership Common Unit issued and outstanding immediately prior to the Effective Time (excluding any Excluded Units) will be converted into the right to receive (i) 0.5846 1.04 Parent Common Units (the “Equity Consideration,” and such ratio, the “Exchange Ratio”), which Parent Common Units will be duly authorized and validly issued in accordance with applicable Laws and the Parent Agreement, as applicable (such Parent Units described in this clause (c) are referred to herein as the “New Common UnitsUnit Consideration”) and (ii) cash $2.57 in amount of $1.26 cash, without interest (and as may be adjusted pursuant to Section 6.18(c), the “Cash Consideration” (which shall not include any cash paid by Parent in connection with the Class E Preferred Unit Redemption) ”, and together with the Equity Unit Consideration, the “Merger Consideration”). (d) The member interests of the Partnership GP issued and outstanding immediately prior to the Effective Time will automatically be cancelled and no consideration will be received therefor. (e) All of the member interests in Merger Sub 1 issued and outstanding immediately prior to the Effective Time will automatically be converted into the sole member interest in the Surviving GP. All of the member interests in Merger Sub 2 issued and outstanding immediately prior to the Effective Time will automatically be converted into, in the aggregate, a number of Surviving Partnership Common Units representing a 99.0% limited partner interest in the Surviving Partnership, after taking into account the number of Parent Affiliate Units that remain outstanding as Surviving Partnership Common Units in accordance with Section 3.1(a). LA\4224998.8 US 3682459v.19 (f) Notwithstanding anything to the contrary in this Agreement, at the Effective Time, all Partnership Common Units (if any) owned immediately prior to the Effective Time by the Partnership or its wholly owned Subsidiaries or by Parent or its wholly owned Subsidiaries (collectively, the “Excluded other than any Parent Affiliate Units”) will automatically be cancelled and no consideration will be received therefor.

Merger Consideration. Subject to the provisions of this Agreement, at the Effective Time, by virtue of the Merger and without any action on the part of ParentPartners, Parent GP, Merger Sub, the Partnership, Partnership GP Holdings or any holder of Parent securities Common Units or Partnership Management Units: (a) All of the limited liability company interests in Merger Sub MergerCo outstanding immediately prior to the Effective Time will shall be automatically converted into and become a 100% limited partner interest in Holdings, which limited partner interest shall be duly authorized and validly issued, fully paid and non-assessable (except to the extent such non-assessability may be affected by Sections 17-303, 17-607 and 17-804 of the DRULPA), and Partners, as the holder of such limited partner interest, shall be admitted as the sole limited partner interest in the Partnershipof Holdings. (b) The general partner interest in the Partnership Holdings issued and outstanding immediately prior to the Effective Time will shall remain outstanding in the Surviving Entity in the form and unchanged subject to such changes as set forth in the Existing Holdings Amended and Restated Partnership Agreement, and Partnership GP, as the holder of such general partner interest, will Holdings GP shall continue as to be the sole general partner of the Surviving Entity as set forth in the Existing Partnership Agreement. At the Effective Time, the books and records of the Partnership will be revised to reflect that all limited partners of the Partnership immediately prior to the Effective Time cease to be limited partners of the Partnership pursuant to the terms of this Agreement and that Parent is the sole limited partner of the Partnership, and the Partnership will continue without dissolution. Immediately prior to the Merger (but following the ATLS Merger), ATLS shall distribute all of the equity interests in Partnership GP to TRGP, which shall immediately thereafter contribute such interests to ParentHoldings. (c) Each Partnership Common Unit and Management Unit issued and outstanding immediately prior to the Effective Time (excluding any Excluded Unitsother than Common Units held by Partners or its Subsidiaries) will shall be converted into the right to receive (i) 0.5846 Parent 0.705 LP Units (the “Equity Merger Consideration,” and such ratio, the “Exchange Ratio”), ) which Parent LP Units will shall be duly authorized and validly issued in accordance with applicable Laws and the Parent Partners Partnership Agreement and the Partners Amended and Restated Partnership Agreement, as applicable, fully paid (to the extent required under the Partners Partnership Agreement and the Partners Amended and Restated Partnership Agreement, as applicable) and non-assessable (except to the extent such non-assessability may be affected by Sections 17-303, 17-607 and 17- 804 of the DRULPA) (such Parent LP Units described in this clause (c) are shall be referred to herein as the “New Common LP Units”) and (ii) cash in amount of $1.26 (the “Cash Consideration” (which shall not include any cash paid by Parent in connection with the Class E Preferred Unit Redemption) and together with the Equity Consideration, the “Merger Consideration”). (d) Notwithstanding anything All Common Units and Management Units, when converted in the Merger, shall cease to the contrary in this Agreement, at be outstanding and shall automatically be canceled and cease to exist. At the Effective Time, all Partnership each holder of a certificate representing Common Units owned immediately prior to the Effective Time or Management Units (a “Certificate”) and each holder of non-certificated Common Units or Management Units represented by the Partnership or its wholly owned Subsidiaries or by Parent or its wholly owned Subsidiaries book-entry (collectively, the “Excluded Book-Entry Units”) will automatically shall cease to have any rights with respect thereto, except the right to receive (i) the Merger Consideration, (ii) any cash to be cancelled paid in lieu of any fractional New LP Unit in accordance with Section 3.3(e) and no (iii) any distributions in accordance with Section 3.3(c), and in each case to be issued or paid in consideration will be received therefortherefor in accordance with Section 3.3.