AGREEMENT AND PLAN OF MERGER Dated as of May 8, 2017 among VTTI B.V., VTTI MLP PARTNERS B.V., VTTI MERGER SUB LLC, VTTI ENERGY PARTNERS LP, and VTTI ENERGY PARTNERS GP LLCMerger Agreement • May 8th, 2017 • VTTI Energy Partners LP • Wholesale-petroleum bulk stations & terminals • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of May 8, 2017 (this “Agreement”), is by and among VTTI Energy Partners LP, a Marshall Islands limited partnership (“MLP”), VTTI Energy Partners GP LLC, a Marshall Islands limited liability company and the general partner of MLP (the “General Partner” and, together with MLP, the “MLP Entities”), VTTI B.V., a private limited liability company organized in the Netherlands (“Parent”), VTTI MLP Partners B.V., a private limited liability company organized in the Netherlands and a direct wholly owned subsidiary of Parent (“MLP Partners”), and VTTI Merger Sub LLC, a Marshall Islands limited liability company and a wholly owned subsidiary of MLP Partners (“Merger Sub” and, together with Parent and MLP Partners, the “Sponsor Entities”). Each of MLP, the General Partner, Parent, MLP Partners and Merger Sub are referred to herein individually as a “Party” and collectively as the “Parties.”
