0001193125-14-372990 Sample Contracts

VOTING AND SUPPORT AGREEMENT
Voting and Support Agreement • October 16th, 2014 • Atlas Pipeline Partners Lp • Natural gas transmission • Delaware

This VOTING AND SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of October 13, 2014, by and between Targa Resources Partners LP, a Delaware limited partnership (“Parent”), and the individual executing this Agreement on the signature page hereto (the “Unitholder”).

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CONFIDENTIALITY, NON-COMPETITION AND NON-SOLICITATION AGREEMENT
Confidentiality, Non-Competition and Non-Solicitation Agreement • October 16th, 2014 • Atlas Pipeline Partners Lp • Natural gas transmission • Delaware

This Confidentiality, Non-Competition and Non-Solicitation Agreement (this “Agreement”) is entered into as of October 13, 2014, by and among Targa Resources Corp., a Delaware corporation (“TRC”), Targa Resources Partners LP, a Delaware limited partnership (“NGLS”), and Jonathan Z. Cohen (“Equityholder”). TRC, NGLS and Equityholder are collectively referred to herein as the “Parties” and sometimes each individually as a “Party”.

VOTING AND SUPPORT AGREEMENT
Voting and Support Agreement • October 16th, 2014 • Atlas Pipeline Partners Lp • Natural gas transmission • Delaware

This VOTING AND SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of October 13, 2014, by and between Atlas Energy, L.P., a Delaware limited partnership (“ATLS”), and the individual executing this Agreement on the signature page hereto (the “Stockholder”).

AGREEMENT AND PLAN OF MERGER BY AND AMONG TARGA RESOURCES CORP. TRIDENT GP MERGER SUB LLC, ATLAS ENERGY, L.P. AND ATLAS ENERGY GP, LLC DATED AS OF OCTOBER 13, 2014
Merger Agreement • October 16th, 2014 • Atlas Pipeline Partners Lp • Natural gas transmission • Delaware

This AGREEMENT AND PLAN OF MERGER, dated as of October 13, 2014 (this “Agreement”), is entered into by and among Targa Resources Corp., a Delaware corporation (“Parent”), Trident GP Merger Sub LLC, a Delaware limited liability company and wholly-owned subsidiary of Parent (“Merger Sub” and, with Parent, the “Parent Entities”), Atlas Energy, L.P., a Delaware limited partnership (the “Partnership”), and Atlas Energy GP, LLC, a Delaware limited liability company and the general partner of the Partnership (“Partnership GP” and, with the Partnership, the “Partnership Entities”).

CONFIDENTIALITY, NON-COMPETITION AND NON-SOLICITATION AGREEMENT
Confidentiality Agreement • October 16th, 2014 • Atlas Pipeline Partners Lp • Natural gas transmission • Delaware

This Confidentiality, Non-Competition and Non-Solicitation Agreement (this “Agreement”) is entered into as of October 13, 2014, by and among Targa Resources Corp., a Delaware corporation (“TRC”), Targa Resources Partners LP, a Delaware limited partnership (“NGLS”), and Eugene N. Dubay (“Equityholder”). TRC, NGLS and Equityholder are collectively referred to herein as the “Parties” and sometimes each individually as a “Party”.

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