AGREEMENT AND PLAN OF MERGER BY AND AMONG VANGUARD NATURAL RESOURCES, LLC TALON MERGER SUB, LLC EAGLE ROCK ENERGY PARTNERS, L.P. AND EAGLE ROCK ENERGY GP, L.P. DATED AS OF MAY 21, 2015Agreement and Plan of Merger • May 22nd, 2015 • Eagle Rock Energy Partners L P • Crude petroleum & natural gas • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of May 21, 2015 (this “Agreement”), is entered into by and among Vanguard Natural Resources, LLC, a Delaware limited liability company (“Parent”), Talon Merger Sub, LLC, a Delaware limited liability company and wholly owned indirect subsidiary of Parent (“Merger Sub” and, together with Parent, the “Parent Entities”), Eagle Rock Energy Partners, L.P., a Delaware limited partnership (the “Partnership”), and Eagle Rock GP, L.P., a Delaware limited partnership (“Partnership GP,” and, together with the Partnership, the “Partnership Entities”).
May 21, 2015 Robert M. Haines Dear Robert:Eagle Rock Energy Partners L P • May 22nd, 2015 • Crude petroleum & natural gas
Through this letter, Eagle Rock Energy G&P, LLC (“G&P”) is informing you of certain amendments that it is making to the Confidentiality and Non-Solicitation Agreement entered into between you and G&P (the “Confidentiality Agreement”). These amendments narrow the scope of certain restrictions within the Confidentiality Agreement.
May 21, 2015 Charles C. Boettcher Dear Charles:Eagle Rock Energy Partners L P • May 22nd, 2015 • Crude petroleum & natural gas
Through this letter, Eagle Rock Energy G&P, LLC (“G&P”) is informing you of certain amendments that it is making to the Confidentiality and Non-Solicitation Agreement entered into between you and G&P (the “Confidentiality Agreement”). These amendments narrow the scope of certain restrictions within the Confidentiality Agreement.
Eagle Rock Energy G&P, LLC A subsidiary of Eagle Rock Energy Partners, L.P.Eagle Rock Energy Partners L P • May 22nd, 2015 • Crude petroleum & natural gas
This agreement is entered into by and between you and Eagle Rock Energy G&P, LLC (“G&P”) and sets forth certain amendments to the Confidentiality, Non-Competition and Non-Solicitation Agreement entered into between you and G&P dated as of March 26, 2012 (the “Confidentiality and Non-Competition Agreement”).
May 21, 2015 Mr. Joseph A. Mills Dear Joe:Eagle Rock Energy Partners L P • May 22nd, 2015 • Crude petroleum & natural gas
This agreement is entered into by and between you and Eagle Rock Energy G&P, LLC (“G&P”) and sets forth certain amendments to the Confidentiality and Noncompete Agreement entered into between you and G&P dated as of August 3, 2012 (the “Confidentiality and Noncompete Agreement”).
