AGREEMENT AND PLAN OF MERGER BY AND AMONG STONEPEAK INFRASTRUCTURE FUND IV CAYMAN (AIV III) LP LIMESTONE MERGER SUB, INC. TEEKAY LNG PARTNERS, L.P. AND TEEKAY GP L.L.C. DATED AS OF OCTOBER 4, 2021 [Signature Page to Agreement and Plan of Merger]Merger Agreement • November 10th, 2021 • Teekay Corp • Deep sea foreign transportation of freight • Delaware
Voting and Support AgreementVoting and Support Agreement • November 10th, 2021 • Teekay Corp • Deep sea foreign transportation of freight • Delaware
This Voting and Support Agreement (this "Agreement"), dated as of October 4, 2021, is entered into by and between Teekay Corporation, a Republic of Marshall Islands corporation ("TKC") and a direct and indirect common unitholder of Teekay LNG Partners, L.P. a Republic of Marshall Islands limited partnership (the "Partnership"), Teekay Finance Limited, a Bermuda corporation ("TFL" and together with TKC, the "TK Parties") a direct common unitholder of the Partnership, and Stonepeak Infrastructure Fund IV Cayman (AIV III) LP, a Cayman Islands exempted limited partnership ("Parent"). Parent, TKC and TFL are each sometimes referred to herein individually as a "Party" and collectively as the "Parties."
LIMITED LIABILITY COMPANY INTEREST PURCHASE AGREEMENT by and between TEEKAY CORPORATION ("Seller") and STONEPEAK INFRASTRUCTURE FUND IV CAYMAN (AIV III) LP ("Buyer") dated as of October 4, 2021Purchase Agreement • November 10th, 2021 • Teekay Corp • Deep sea foreign transportation of freight • Delaware
THIS LIMITED LIABILITY COMPANY INTEREST PURCHASE AGREEMENT (this "Agreement"), is entered into by and between Teekay Corporation, a Republic of Marshall Islands corporation ("Seller"), and Stonepeak Infrastructure Fund IV Cayman (AIV III) LP, a Cayman Islands exempted limited partnership ("Buyer" and each of Seller and Buyer, a "Party").
