Common use of Procedures for Surrender Clause in Contracts

Procedures for Surrender. (a) Promptly after the Effective Time (and in any event within four Business Days thereafter), TMLP shall cause the Exchange Agent to mail to each holder of record of Eligible Units or TexNew Mex Units, as applicable, that are (i) Certificates or (ii) Book-Entry Units not held through The Depositary Trust Company (“DTC”) notice advising such holders of the effectiveness of the Merger, including (A) appropriate transmittal materials specifying that delivery shall be effected, and risk of loss and title to the Certificates or such Book-Entry Units shall pass only upon delivery of the Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.7) or transfer of the Book-Entry Unit to the Exchange Agent (including customary provisions with respect to delivery of an “agent’s message” with respect to Book-Entry Units), such materials to be in such form and have such other provisions as the TMLP Parties desire with approval of the WMLP Parties (such approval not to be unreasonably withheld, conditioned or delayed) (the “Letter of Transmittal”), and (B) instructions for surrendering the Certificates (or affidavits of loss in lieu of the Certificates) or transferring the Book-Entry Units to the Exchange Agent in exchange for the Merger Consideration, cash in lieu of fractional units of TMLP Common Units, if any, to be issued or paid in consideration therefor and distributions, in each case, to which such holders are entitled pursuant to the terms of this Agreement. With respect to Book-Entry Units held through DTC, TMLP and WMLP shall cooperate to establish procedures with the Exchange Agent and DTC to ensure that the Exchange Agent will transmit to DTC or its nominees on the Closing Date (or if Closing occurs after 11:30 a.m. (New York Time) on the Closing Date, on the first Business Day after the Closing Date), upon surrender of Eligible Units or TexNew Mex Units, as applicable, held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures, the Merger Consideration, TexNew Mex Unit Consideration, as applicable, cash in lieu of fractional units of TMLP Common Units, if any, to be issued or paid in consideration therefor and distributions, in each case, to which the beneficial owners thereof are entitled pursuant to the terms of this Agreement.

Procedures for Surrender. (a) Promptly after the Effective Time (and in any event within four three Business Days thereafter), TMLP the Surviving Entity shall cause the Exchange Agent to mail to each holder of record of Eligible Units or TexNew Mex Units, as applicable, that are any (i) Certificates or (ii) Book-Entry Units Shares not held through The Depositary Trust Company (“DTC”) notice advising such holders of the effectiveness of the Merger, including (A) appropriate transmittal materials specifying that delivery shall be effected, and risk of loss and title to the Certificates or such Book-Entry Units Shares shall pass only upon delivery of the Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.73.7) or transfer of the Book-Entry Unit Shares to the Exchange Agent (including customary provisions with respect to delivery of an “agent’s message” with respect to Book-Entry UnitsShares), such materials to be in such form and have such other provisions as the TMLP Parties desire Parent desires with approval of the WMLP Parties Company (such approval not to be unreasonably withheld, conditioned or delayed) (the “Letter of Transmittal”), and (B) instructions for surrendering the Certificates (or affidavits of loss in lieu of the Certificates) or transferring the Book-Entry Units Shares to the Exchange Agent in exchange for the Merger Consideration, any cash in lieu of fractional units shares of TMLP Parent Common Units, if any, to be issued Stock and any dividends or paid in consideration therefor and distributions, in each case, to which such holders are or may be entitled pursuant to the terms of this Agreement. With respect to Book-Entry Units Shares held through DTC, TMLP Parent and WMLP the Company shall cooperate to establish procedures with the Exchange Agent and DTC to ensure that the Exchange Agent will transmit to DTC or its nominees on the Closing Date (or if Closing occurs after 11:30 a.m. (New York Time) on the Closing Date, on the first Business Day after the Closing Date), upon surrender of Eligible Units or TexNew Mex Units, as applicable, Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures, the Merger Consideration, TexNew Mex Unit Consideration, as applicable, any cash in lieu of fractional units shares of TMLP Parent Common Units, if any, to be issued Stock and any dividends or paid in consideration therefor and distributions, in each case, to which the beneficial owners thereof are or may be entitled pursuant to the terms of this Agreement.

Procedures for Surrender. (a) Promptly after the Effective Time (and in any event event, within four three (3) Business Days thereafter), TMLP shall Parent will cause the Exchange Agent to mail to each holder of record of Eligible Units Certificates or TexNew Mex UnitsBook-Entry Shares which were converted into the right to receive the Merger Consideration at the Effective Time pursuant to Section 2.1(a) and Section 2.1(b) (other than the holders of record of Certificates or Book-Entry Shares who have properly completed and submitted, as applicableand have not revoked, that are an Election Form pursuant to Section 2.2 prior to the Closing): (i) Certificates or (ii) Book-Entry Units not held through The Depositary Trust Company (“DTC”) notice advising such holders a letter of the effectiveness of the Mergertransmittal, including (A) appropriate transmittal materials specifying which will specify that delivery shall will be effected, and risk of loss and title to the Certificates or such Book-Entry Units shall pass (if any) will pass, only upon delivery of the such Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.7thereof) or transfer of the Book-Entry Unit to the Exchange Agent (including customary provisions with respect to delivery of an “agent’s message” with respect to Book-Entry Units)Agent, such materials to and will otherwise be in such form and have such other provisions as Parent or the TMLP Parties desire with approval Exchange Agent may reasonably specify and (ii) instructions in customary form for effecting the surrender of the WMLP Parties (such approval not to be unreasonably withheldCertificates or Book-Entry Shares in exchange for payment of the Merger Consideration, conditioned including any amount payable in respect of Fractional Share Consideration or delayed) (any dividends or other distributions on the “Letter Parent Shares in accordance with Section 2.3(f). Upon surrender of Transmittal”), and (B) instructions for surrendering the Certificates (or affidavits of loss in lieu of the Certificatesthereof) or transferring the and Book-Entry Units Shares for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, and upon delivery of an Election Form or letter of transmittal, duly executed and in exchange proper form, with respect to such Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares, the holder of such Certificates or Book-Entry Shares will be entitled to receive the Merger Consideration pursuant to the provisions of this Article 2, including any amount payable in respect of Fractional Share Consideration or any dividends or other distributions on the Parent Shares in accordance with Section 2.3(f), for the each Share formerly represented by such Certificates (or affidavits of loss in lieu thereof) and for each Book-Entry Share. Any Certificates so surrendered will forthwith be cancelled. All Merger Consideration, cash Fractional Share Consideration or other amounts due pursuant to Section 2.3(f), paid upon the surrender for exchange of Certificates (or affidavits of loss in lieu thereof) and Book-Entry Shares will be deemed to have been paid in full satisfaction of fractional units all rights pertaining to the Shares formerly represented by such Certificates or Book-Entry Shares. If payment of TMLP Common Units, if any, the Merger Consideration is to be issued made to a Person other than the Person in whose name any surrendered Certificate is registered, it will be a condition precedent of payment that the Certificate so surrendered will be properly endorsed or will be otherwise in proper form for transfer, and the Person requesting such payment will have paid in consideration therefor and distributions, in each case, any transfer or similar Taxes required by reason of the payment of the Merger Consideration to which such holders are entitled pursuant a Person other than the registered holder of the Certificate so surrendered or will have established to the terms satisfaction of this Agreementthe Exchange Agent that such Taxes either have been paid or are not payable. With Any other transfer or similar Taxes incurred in connection with the Merger will be paid by Parent. Payment of the Merger Consideration with respect to Book-Entry Units held through DTCShares will only be made to the Person in whose name such Book-Entry Shares are registered. Until surrendered as contemplated hereby, TMLP and WMLP shall cooperate each Certificate or Book-Entry Share (other than Shares cancelled pursuant to establish procedures with the Exchange Agent and DTC to ensure that the Exchange Agent Section 2.1(c)) will transmit to DTC or its nominees on the Closing Date (or if Closing occurs after 11:30 a.m. (New York Time) on the Closing Date, on the first Business Day be deemed at any time after the Closing Date), upon surrender of Eligible Units Effective Time to represent only the right to receive the Merger Consideration or TexNew Mex Unitsthe amount determined pursuant to Section 2.4, as applicable, held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures, the Merger Consideration, TexNew Mex Unit Consideration, as applicable, cash in lieu of fractional units of TMLP Common Units, if any, to be issued or paid in consideration therefor and distributions, in each case, to which the beneficial owners thereof are entitled pursuant to the terms of this Agreementwithout interest.

Procedures for Surrender. (a) Promptly after the Effective Time (Time, Parent shall, and in any event within four Business Days thereafter)shall cause the Surviving Corporation to, TMLP shall cause the Exchange Agent to mail (and make available for collection by hand) to each holder of record of Eligible Units a certificate or TexNew Mex Units, as applicable, certificates which immediately prior to the Effective Time represented outstanding Company Shares (the “Certificates”) or non-certificated Company Shares represented by book-entry (“Book-Entry Shares”) and whose Company Shares were converted pursuant to Section 2.1 into the right to receive the Merger Consideration (including holders of Company Restricted Shares or Company RSUs that are accelerated pursuant to Section 2.4(e)) (i) Certificates or (ii) Book-Entry Units not held through The Depositary Trust Company (“DTC”) notice advising such holders a letter of the effectiveness of the Mergertransmittal, including (A) appropriate transmittal materials specifying which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or such Book-Entry Units shall pass pass, only upon delivery of the Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.7thereof) or transfer of the Book-Entry Unit to the Exchange Agent (including customary provisions with respect to delivery of an “agent’s message” with respect to Book-Entry Units), such materials to and shall be in such form and have such other provisions as the TMLP Parties desire with approval of the WMLP Parties (such approval not to be unreasonably withheld, conditioned or delayed) (the “Letter of Transmittal”), Parent may reasonably specify and (Bii) instructions for surrendering effecting the surrender of the Certificates (or affidavits of loss in lieu of the Certificatesthereof) or transferring the Book-Entry Units Shares in exchange for payment of the Merger Consideration issuable and payable in respect of such Company Shares pursuant to Section 2.1, including any amount payable in respect of Fractional Share Consideration in accordance with Section 2.6, and any dividends or other distributions on shares of Parent Stock in accordance with Section 2.2(f). Upon surrender of a Certificate (or an affidavit of loss in lieu thereof) or Book-Entry Share for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent or the Surviving Corporation, together with such letter of transmittal duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificate or Book-Entry Share shall be entitled to receive in exchange therefor the applicable Merger Consideration pursuant to the provisions of this Article II, any Fractional Share Consideration that such holder has the right to receive pursuant to the provisions of Section 2.6, and any amounts that such holder has the right to receive in respect of dividends or other distributions on shares of Parent Stock in accordance with Section 2.2(f) for the Merger Consideration, cash in lieu of fractional units of TMLP Common Units, if anyeach Company Share formerly represented by such Certificate or Book-Entry Share, to be issued mailed (or made available for collection by hand if so elected by the surrendering holder) within five (5) business days following the Exchange Agent’s receipt of such Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share, letter of transmittal and such other documents, and the Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share so surrendered shall be forthwith cancelled. The Exchange Agent shall accept such Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition precedent of payment that (A) the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and (B) the Person requesting such payment shall have paid in consideration therefor any transfer and distributions, in each case, other similar Taxes required by reason of the payment of the Merger Consideration to which such holders are entitled pursuant a Person other than the registered holder of the Certificate surrendered or shall have established to the terms satisfaction of this Agreementthe Surviving Corporation that such Tax either has been paid or is not required to be paid. With Payment of the applicable Merger Consideration with respect to Book-Entry Units held through DTCShares shall only be made to the Person in whose name such Book-Entry Shares are registered. Until surrendered as contemplated by this Section 2.2, TMLP each Certificate and WMLP Book-Entry Share shall cooperate to establish procedures with the Exchange Agent and DTC to ensure that the Exchange Agent will transmit to DTC or its nominees on the Closing Date (or if Closing occurs after 11:30 a.m. (New York Time) on the Closing Date, on the first Business Day be deemed at any time after the Closing Date)Effective Time to represent only the right to receive the applicable Merger Consideration as contemplated by this Article II, upon surrender including any amount payable in respect of Eligible Units or TexNew Mex Units, as applicable, held of record by DTC or its nominees Fractional Share Consideration in accordance with DTC’s customary surrender proceduresSection 2.6, the Merger Considerationand any dividends or other distributions on shares of Parent Stock in accordance with Section 2.2(f), TexNew Mex Unit Consideration, as applicable, cash in lieu of fractional units of TMLP Common Units, if any, to be issued or paid in consideration therefor and distributions, in each case, to which the beneficial owners thereof are entitled pursuant to the terms of this Agreementwithout interest thereon.

Procedures for Surrender. (a) Promptly after the Effective Time (As soon as reasonably practicable, and in any event within four Business Days thereafter)three business days, TMLP after the Effective Time, Parent shall, and shall cause the Surviving Corporation to, cause the Exchange Agent to mail to each holder of record of Eligible Units a Certificate or TexNew Mex Units, as applicable, that are Certificates or Book-Entry Shares and whose Company Shares were converted pursuant to Section 2.1 into the right to receive the Per Share Merger Consideration (i) Certificates or (ii) Book-Entry Units not held through The Depositary Trust Company (“DTC”) notice advising such holders a letter of the effectiveness of the Mergertransmittal, including (A) appropriate transmittal materials specifying which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or such Book-Entry Units shall pass pass, only upon delivery of the Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.7thereof) or transfer of the Book-Entry Unit Shares, as applicable, to the Exchange Agent and shall be in such customary form as Parent may reasonably specify and (including customary provisions with respect to delivery ii) instructions for effecting the surrender of an “agent’s message” with respect to the Certificates (or affidavits Table of Contents of loss in lieu thereof) or Book-Entry Units), such materials to be Shares in such form and have such other provisions as the TMLP Parties desire with approval exchange for payment of the WMLP Parties Per Share Merger Consideration into which such Company Shares have been converted pursuant to Section 2.1. Upon surrender of a Certificate (or an affidavit of loss in lieu thereof) or Book-Entry Share for cancellation to the Exchange Agent, together with such approval not letter of transmittal duly completed and validly executed in accordance with the instructions thereto and a properly executed IRS Form W-8 or W-9, as applicable, Parent shall pay or cause the Exchange Agent to be unreasonably withheldpay to the holder of such Certificate or Book-Entry Share in exchange therefor the applicable Per Share Merger Consideration pursuant to the provisions of this Article II for each Company Share formerly represented by such Certificate or Book-Entry Share, conditioned within three business days following the later to occur of (x) the Effective Time or delayed(y) the Exchange Agent’s receipt of such Certificate (the “Letter or affidavit of Transmittal”)loss in lieu thereof) or Book-Entry Share, and the Certificate (Bor affidavit of loss in lieu thereof) instructions for surrendering the or Book-Entry Share so surrendered shall be forthwith cancelled. The Exchange Agent shall accept such Certificates (or affidavits of loss in lieu of the Certificatesthereof) or transferring the Book-Entry Units to Shares upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange for practices. If payment of the Per Share Merger Consideration, cash in lieu of fractional units of TMLP Common Units, if any, Consideration is to be issued made to a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition precedent of payment that (A) the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and (B) the Person requesting such payment shall have paid in consideration therefor any transfer and distributions, in each case, other similar Taxes required by reason of the payment of the Per Share Merger Consideration to which such holders are entitled pursuant a Person other than the registered holder of the Certificate surrendered or shall have established to the terms satisfaction of this Agreementthe Surviving Corporation that such Tax either has been paid or is not required to be paid. With Payment of the applicable Per Share Merger Consideration with respect to Book-Entry Units held through DTCShares shall only be made to the Person in whose name such Book-Entry Shares are registered. Until surrendered as contemplated by this Section 2.2, TMLP each Certificate and WMLP Book-Entry Share shall cooperate to establish procedures with the Exchange Agent and DTC to ensure that the Exchange Agent will transmit to DTC or its nominees on the Closing Date (or if Closing occurs after 11:30 a.m. (New York Time) on the Closing Date, on the first Business Day be deemed at any time after the Closing Date)Effective Time to represent only the right to receive the applicable Per Share Merger Consideration as contemplated by this Article II, upon surrender of Eligible Units or TexNew Mex Units, as applicable, held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures, the Merger Consideration, TexNew Mex Unit Consideration, as applicable, cash in lieu of fractional units of TMLP Common Units, if any, to be issued or paid in consideration therefor and distributions, in each case, to which the beneficial owners thereof are entitled pursuant to the terms of this Agreementwithout interest thereon.

Procedures for Surrender. (a) Promptly after the Merger Effective Time (and but in any no event within four Business Days thereafterlater than five (5) business days after the Merger Effective Time), TMLP Parent shall, and shall cause the Surviving Entity to, cause the Exchange Agent to mail (and make available for collection by hand) to each holder of record of Eligible Units or TexNew Mex UnitsCompany Shares, as applicable, that all of which are held in “book-entry” form (i) Certificates or (ii) the “Book-Entry Units not held through The Depositary Trust Shares”), whose Company (“DTC”) notice advising Shares were exchanged pursuant to Section 2.1 for the right to receive the Merger Consideration, instructions for effecting the surrender of Book-Entry Shares in exchange for the Merger Consideration for which such holders Company Shares are to be exchanged, including, any amount payable in respect of the effectiveness of the Merger, including (A) appropriate transmittal materials specifying that delivery shall be effectedFractional Share Consideration in accordance with Section 2.6, and risk any dividends or other distributions in accordance with Section 2.2(e). Upon surrender of loss and title a Book-Entry Share for cancellation to the Certificates Exchange Agent or to such other agent or agents as may be appointed by Parent or the Surviving Entity and such other documents as may be required pursuant to such instructions, the holder of such Book-Entry Units Share shall pass only upon delivery be entitled to receive in exchange therefor (1) the Stock Consideration pursuant to the provisions of this Article II (rounded down to the nearest whole share), (2) the Cash Consideration pursuant to the provisions of this Article II, (3) an amount representing any Fractional Share Consideration that such holder of a Book-Entry Share has the right to receive pursuant to the provisions of Section 2.6, (4) the Pre-Closing Dividend, pursuant to the provisions of this Article II and (5) any amounts that such holder of a Book-Entry Share has the right to receive in respect of dividends or other distributions in accordance with Section 2.2(e) for each Company Share formerly represented by such Book-Entry Share. The amounts due pursuant to clauses (2), (3), (4) and (5) shall be made via check or wire or other electronic transfer of immediately available funds (at each such holder’s election) within five (5) business days following the later to occur of the Certificates (Merger Effective Time or affidavits the Exchange Agent’s receipt of loss in lieu of the Certificatessuch Book-Entry Share, as provided in Section 4.7) or transfer of and the Book-Entry Unit to Share so surrendered shall be forthwith cancelled. The Exchange Agent shall accept such Book-Entry Shares upon compliance with such reasonable terms and conditions as the Exchange Agent (including customary provisions may impose to effect an orderly exchange thereof in accordance with respect to delivery normal exchange practices. Payment of an “agent’s message” the applicable Merger Consideration with respect to Book-Entry Units), Shares shall only be made to the Person in whose name such materials to be in such form and have such other provisions as the TMLP Parties desire with approval of the WMLP Parties (such approval not to be unreasonably withheld, conditioned or delayed) (the “Letter of Transmittal”), and (B) instructions for surrendering the Certificates (or affidavits of loss in lieu of the Certificates) or transferring the Book-Entry Units Shares are registered. Until surrendered as contemplated by this Section 2.2, each Book-Entry Share shall at any time after the Merger Effective Time represent only the right to receive the Exchange Agent applicable Merger Consideration as contemplated by this Article II, including any amount payable in respect of the Fractional Share Consideration in accordance with Section 2.6 and any dividends or other distributions in accordance with Section 2.2(e), without interest thereon, and the Pre-Closing Dividend. Shares of Parent Common Stock deliverable pursuant to this Section 2.2(b) in exchange for the Merger Consideration, cash shares of Company Common Stock shall be in lieu of fractional units of TMLP Common Units, if any, to be issued or paid in consideration therefor and distributions, in each case, to which such holders are entitled pursuant to the terms of this Agreement. With respect to Bookuncertificated book-Entry Units held through DTC, TMLP and WMLP shall cooperate to establish procedures with the Exchange Agent and DTC to ensure that the Exchange Agent will transmit to DTC or its nominees on the Closing Date (or if Closing occurs after 11:30 a.m. (New York Time) on the Closing Date, on the first Business Day after the Closing Date), upon surrender of Eligible Units or TexNew Mex Units, as applicable, held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures, the Merger Consideration, TexNew Mex Unit Consideration, as applicable, cash in lieu of fractional units of TMLP Common Units, if any, to be issued or paid in consideration therefor and distributions, in each case, to which the beneficial owners thereof are entitled pursuant to the terms of this Agreemententry form.

Procedures for Surrender. (a) Promptly As soon as reasonably practicable after the Effective Time Time, but in no event more than five (and in any event within four Business Days thereafter)5) business days following the Effective Time, TMLP Parent shall cause the Exchange Agent to mail to each holder of record of Eligible Units a certificate or TexNew Mex Units, as applicable, that are certificates which immediately prior to the Effective Time represented outstanding Company Shares (the “Certificates”) or non-certificated Company Shares represented by book-entry (“Book-Entry Shares”) and whose Company Shares were converted pursuant to Section 2.1 into the right to receive the Merger Consideration (i) Certificates or (ii) Book-Entry Units not held through The Depositary Trust Company (“DTC”) notice advising such holders a letter of the effectiveness of the Mergertransmittal, including (A) appropriate transmittal materials specifying which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or such Book-Entry Units shall pass pass, only upon delivery of the Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.7thereof) or transfer of the Book-Entry Unit to the Exchange Agent (including customary provisions with respect to delivery of an “agent’s message” with respect to Book-Entry Units), such materials to and shall be in such form and have such other provisions as the TMLP Parties desire with approval of the WMLP Parties (such approval not to be unreasonably withheld, conditioned or delayed) (the “Letter of Transmittal”), Parent may reasonably specify and (Bii) instructions for surrendering effecting the surrender of the Certificates (or affidavits of loss in lieu of the Certificatesthereof) or transferring the Book-Entry Units Shares in exchange for payment of the Merger Consideration into which such Company Shares have been converted pursuant to Section 2.1, including any amount payable in respect of Fractional Share Consideration in accordance with Section 2.5, and any dividends or other distributions on Parent Shares in accordance with Section 2.2(f). Upon surrender of a Certificate (or an affidavit of loss in lieu thereof) or Book-Entry Share for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificate or Book-Entry Share shall be entitled to receive in exchange for therefor the Merger ConsiderationConsideration pursuant to the provisions of this Article II, cash any Fractional Share Consideration that such holder has the right to receive pursuant to the provisions of Section 2.5, and any amounts that such holder has the right to receive in lieu respect of fractional units of TMLP Common Units, if anydividends or other distributions on Parent Shares in accordance with Section 2.2(f) for each Company Share formerly represented by such Certificate or Book-Entry Share, to be issued mailed within five (5) business days following the Exchange Agent’s receipt of such Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share, and the Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share so surrendered shall be forthwith cancelled. The Exchange Agent shall accept such Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition precedent of payment that (A) the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and (B) the Person requesting such payment shall have paid in consideration therefor any transfer and distributions, in each case, other similar Taxes required by reason of the payment of the Merger Consideration to which such holders are entitled pursuant a Person other than the registered holder of the Certificate surrendered or shall have established to the terms satisfaction of this Agreementthe Surviving Corporation that such Tax either has been paid or is not required to be paid. With Payment of the Merger Consideration with respect to Book-Entry Units held through DTCShares shall only be made to the Person in whose name such Book-Entry Shares are registered. Until surrendered as contemplated by this Section 2.2, TMLP each Certificate and WMLP Book-Entry Share shall cooperate to establish procedures with the Exchange Agent and DTC to ensure that the Exchange Agent will transmit to DTC or its nominees on the Closing Date (or if Closing occurs after 11:30 a.m. (New York Time) on the Closing Date, on the first Business Day be deemed at any time after the Closing Date)Effective Time to represent only the right to receive the Merger Consideration as contemplated by this Article II, upon surrender including any amount payable in respect of Eligible Units or TexNew Mex Units, as applicable, held of record by DTC or its nominees Fractional Share Consideration in accordance with DTC’s customary surrender proceduresSection 2.5, the Merger Considerationand any dividends or other distributions on Parent Shares in accordance with Section 2.2(f), TexNew Mex Unit Consideration, as applicable, cash in lieu of fractional units of TMLP Common Units, if any, to be issued or paid in consideration therefor and distributions, in each case, to which the beneficial owners thereof are entitled pursuant to the terms of this Agreementwithout interest thereon.

Procedures for Surrender. (a) Promptly after the First Effective Time (and in any event within four Business Days thereafter)Time, TMLP Parent shall cause the Exchange Agent to mail (and make available for collection by hand) to each holder of record of Eligible Units a certificate or TexNew Mex Units, as applicable, that are certificates which immediately prior to the First Effective Time represented outstanding Company Shares (the “Certificates”) or non-certificated Company Shares represented by book-entry (“Book-Entry Shares”) and whose Company Shares were converted pursuant to Section 3.1 into the right to receive the Merger Consideration (i) Certificates or (ii) Book-Entry Units not held through The Depositary Trust Company (“DTC”) notice advising such holders a letter of the effectiveness of the Mergertransmittal, including (A) appropriate transmittal materials specifying which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or such Book-Entry Units shall pass pass, only upon delivery of the Certificates (or affidavits of loss in lieu of the Certificatesthereof and, as provided in Section 4.7if required by Parent, an indemnity bond) or transfer of the Book-Entry Unit to the Exchange Agent (including customary provisions with respect to delivery of an “agent’s message” with respect to Book-Entry Units), such materials to and shall be in such form and have such other provisions as the TMLP Parties desire with approval of the WMLP Parties (such approval not to be unreasonably withheld, conditioned or delayed) (the “Letter of Transmittal”), Parent may reasonably specify and (Bii) instructions for surrendering effecting the surrender of the Certificates (or affidavits of loss in lieu of the Certificatesthereof and, if required by Parent, an indemnity bond) or transferring the Book-Entry Units Shares in exchange for payment of the Merger Consideration into which such Company Shares have been converted pursuant to Section 3.1, including any amount payable in respect of Fractional Share Consideration in accordance with Section 3.6, and any dividends or other distributions on shares of Parent Common Stock in accordance with Section 3.2(f). Upon surrender of a Certificate (or an affidavit of loss in lieu thereof and, if required by Parent, an indemnity bond) or Book-Entry Share for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificate or Book-Entry Share shall be entitled to receive in exchange therefor the applicable Merger Consideration pursuant to the provisions of this Article III, any Fractional Share Consideration that such holder has the right to receive pursuant to the provisions of Section 3.6, and any amounts that such holder has the right to receive in respect of dividends or other distributions on shares of Parent Common Stock in accordance with Section 3.2(f) for the Merger Consideration, cash in lieu of fractional units of TMLP Common Units, if anyeach Company Share formerly represented by such Certificate or Book-Entry Share, to be issued mailed (or made available for collection by hand if so elected by the surrendering holder) promptly following the Exchange Agent’s receipt of such Certificate (or affidavit of loss in lieu thereof and, if required by Parent, an indemnity bond) or Book-Entry Share, and the Certificate (or affidavit of loss in lieu thereof and, if required by Parent, an indemnity bond) or Book-Entry Share so surrendered shall be forthwith cancelled. The Exchange Agent shall accept such Certificates (or affidavits of loss in lieu thereof and, if required by Parent, an indemnity bond) or Book-Entry Shares upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition precedent of payment that (A) the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and (B) the Person requesting such payment shall have paid in consideration therefor any transfer and distributions, in each case, other similar Taxes required by reason of the payment of the Merger Consideration to which such holders are entitled pursuant a Person other than the registered holder of the Certificate surrendered or shall have established to the terms satisfaction of this AgreementParent that such Tax either has been paid or is not required to be paid. With Payment of the applicable Merger Consideration with respect to Book-Entry Units held through DTCShares shall only be made to the Person in whose name such Book-Entry Shares are registered. Until surrendered as contemplated by this Section 3.2, TMLP each Certificate and WMLP Book-Entry Share shall cooperate to establish procedures with the Exchange Agent and DTC to ensure that the Exchange Agent will transmit to DTC or its nominees on the Closing Date (or if Closing occurs after 11:30 a.m. (New York Time) on the Closing Date, on the first Business Day be deemed at any time after the Closing Date)First Effective Time to represent only the right to receive the applicable Merger Consideration as contemplated by this Article III, upon surrender including any amount payable in respect of Eligible Units or TexNew Mex Units, as applicable, held of record by DTC or its nominees Fractional Share Consideration in accordance with DTC’s customary surrender proceduresSection 3.6, the Merger Considerationand any dividends or other distributions on shares of Parent Common Stock in accordance with Section 3.2(e), TexNew Mex Unit Consideration, as applicable, cash in lieu of fractional units of TMLP Common Units, if any, to be issued or paid in consideration therefor and distributions, in each case, to which the beneficial owners thereof are entitled pursuant to the terms of this Agreementwithout interest thereon.

Procedures for Surrender. (a) Promptly after the Effective Time (and in any event within four three Business Days thereafter), TMLP the Surviving Corporation shall cause the Exchange Agent to mail to each holder of record of Eligible Units or TexNew Mex Units, as applicable, Shares that are (i) Certificates or (ii) Book-Entry Units not held through The Depositary Trust Company (“DTC”) Shares notice advising such holders of the effectiveness of the Merger, including (A) appropriate transmittal materials specifying that delivery shall be effected, and risk of loss and title to the Certificates or such Book-Entry Units Shares shall pass only upon delivery of the Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.73.7) or transfer of the Book-Entry Unit Shares to the Exchange Agent (including customary provisions with respect to delivery of an “agent’s message” with respect to Book-Entry UnitsShares), such materials to be in such form and have such other provisions as the TMLP Parties desire Parent specifies with approval of the WMLP Parties Company (such approval not to be unreasonably withheld, conditioned or delayed) (the “Letter of Transmittal”), and (B) instructions for surrendering the Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 3.7) or transferring the Book-Entry Units Shares to the Exchange Agent in exchange for the Merger Consideration, cash in lieu of fractional units of TMLP Common UnitsADSs, if any, to be issued or paid in consideration therefor therefor, and any dividends or distributions, in each case, to which such holders are entitled pursuant to the terms of this Agreement. With respect to Book-Entry Units held through DTCShares, TMLP Parent and WMLP the Company shall cooperate to establish procedures with the Exchange Agent and DTC the holders of Book-Entry Shares to ensure that the Exchange Agent will transmit to DTC such holder or its nominees on the Closing Date (or if the Closing occurs after 11:30 a.m. (New York Timetime) on the Closing Date, on the first Business Day after the Closing Date), upon surrender of Eligible Units or TexNew Mex Units, as applicable, Shares held of record by DTC such holder or its nominees in accordance with DTC’s customary surrender procedures, the Merger Consideration, TexNew Mex Unit Consideration, as applicable, cash in lieu of fractional units of TMLP Common UnitsADSs, if any, to be issued or paid in consideration therefor therefor, and any dividends or distributions, in each case, to which the beneficial owners thereof are entitled pursuant to the terms of this Agreement.

Procedures for Surrender. (ai) Promptly after following the Effective Time (and in any event within four five (5) Business Days thereafter), TMLP the Surviving Entity shall cause the Exchange Paying Agent to mail (and make available for collection by hand) to each Person who was, at the Effective Time, a registered holder of record Shares or Warrants entitled to receive the Per Share Merger Consideration pursuant to Section 3.1(a) (excluding, for the avoidance of Eligible Units doubt, the Excluded Shares and Dissenting Shares) or TexNew Mex Unitsthe Per Warrant Merger Consideration pursuant to Section 3.2(a) or the Per Warrant Consent Fee pursuant to Section 3.2(b) (excluding, as applicablein each case and for the avoidance of doubt, that are the Excluded Warrants): (i) Certificates or a letter of transmittal (ii) Book-Entry Units not held through The Depositary Trust Company (“DTC”) notice advising such which shall be in customary form for a company incorporated in the Cayman Islands reasonably acceptable to the Company, and shall specify the manner in which the delivery of the Per Share Merger Consideration to registered holders of Shares (other than the effectiveness Excluded Shares and the Dissenting Shares), the delivery of the Merger, including Per Warrant Merger Consideration to registered holders of Warrants (Aother than the Excluded Warrants) appropriate transmittal materials specifying that and the delivery of the Per Warrant Consent Fee to registered holders of Warrants (other than the Excluded Warrants) who are Consenting Warrantholders shall be effected, and risk (ii) instructions for use in effecting the surrender of loss and title to any issued share certificates representing Shares (the Certificates or such Book-Entry Units shall pass only upon delivery of the Certificates “Share Certificates”) (or affidavits and indemnities of loss in lieu of the Certificates, Share Certificates as provided in Section 4.73.6(e)) or transfer of the Book-Entry Unit to the Exchange Agent (including customary provisions with respect to delivery of an “agent’s message” with respect to Book-Entry Units), such materials to be in such form and have and/or such other provisions documents as may be required to receive the TMLP Parties desire with approval Per Share Merger Consideration and the surrender of any issued warrant certificates representing the WMLP Parties (such approval not to be unreasonably withheld, conditioned or delayed) Warrants (the “Letter of TransmittalWarrant Certificates”), and (B) instructions for surrendering the Certificates (or affidavits and indemnities of loss in lieu of the CertificatesWarrant Certificates as provided in Section 3.6(e)) and/or such other documents as may be required to receive the Per Warrant Merger Consideration or transferring the Book-Entry Units to the Exchange Agent in exchange for the Merger ConsiderationPer Warrant Consent Fee, cash in lieu as applicable. Each registered holder of fractional units of TMLP Common Units, if any, to be issued Shares or paid in consideration therefor and distributions, in each case, to Warrants which such holders are entitled pursuant to the terms of this Agreement. With respect to Book-Entry Units held through DTC, TMLP and WMLP shall cooperate to establish procedures with the Exchange Agent and DTC to ensure that the Exchange Agent will transmit to DTC represented by a Share Certificate or its nominees on the Closing Date (or if Closing occurs after 11:30 a.m. (New York Time) on the Closing Date, on the first Business Day after the Closing Date), upon surrender of Eligible Units or TexNew Mex Unitsa Warrant Certificate, as applicable, held subject to the surrender of record by DTC such Share Certificate or its nominees Warrant Certificate (or delivery of an affidavit and indemnity of loss in lieu of the Share Certificate or Warrant Certificate as provided in Section 3.6(e)) for cancellation and/or such other documents as may be required pursuant to such instructions to the Paying Agent in accordance with DTC’s customary surrender proceduresthe terms of such letter of transmittal, duly executed in accordance with the Merger Considerationinstructions thereto, TexNew Mex Unit Considerationand each registered holder of non-certificated Shares or non-certificated Warrants represented by book entry (“Uncertificated Shares” and “Uncertificated Warrants”, respectively), shall be entitled to receive in exchange therefor, as applicable, the Per Share Merger Consideration payable in respect of such Shares (excluding, for the avoidance of doubt, the Excluded Shares and Dissenting Shares) or the Per Warrant Merger Consideration or the Per Warrant Consent Fee payable in respect of such Warrants (excluding, for the avoidance of doubt, the Excluded Warrants), subject to applicable withholding in accordance with Section 3.7. Any Share Certificates or Warrant Certificates so surrendered shall forthwith be cancelled. No interest shall be paid or shall accrue on the cash in lieu payable upon the cancellation of fractional units any Shares or Warrants or the surrender or transfer of TMLP Common Units, if any, to be issued any Share Certificates or paid in consideration therefor and distributions, in each case, to which the beneficial owners thereof are entitled Warrant Certificates pursuant to the terms of this AgreementArticle III.

Procedures for Surrender. (a) Promptly As soon as reasonably practicable after the Effective Time Time, but in no event more than three (and in any event within four Business Days thereafter)3) business days following the Effective Time, TMLP Parent shall cause the Exchange Agent to mail to each holder of record of Eligible Units a certificate or TexNew Mex Units, as applicable, that are certificates which immediately prior to the Effective Time represented outstanding Company Shares (the “Certificates”) or non-certificated Company Shares represented by book-entry shares (“Book-Entry Shares”) and whose Company Shares were converted pursuant to Section 2.1 into the right to receive the Merger Consideration (i) Certificates or (ii) Book-Entry Units not held through The Depositary Trust Company (“DTC”) notice advising such holders a letter of the effectiveness of the Mergertransmittal, including (A) appropriate transmittal materials specifying which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or such Book-Entry Units shall pass pass, only upon delivery of the Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.7thereof) or transfer of the Book-Entry Unit to the Exchange Agent (including customary provisions with respect to delivery of an “agent’s message” with respect to Book-Entry Units), such materials to and shall be in such form as Parent and have such other provisions as the TMLP Parties desire with approval of Company reasonably agree prior to the WMLP Parties (such approval not to be unreasonably withheld, conditioned or delayed) (the “Letter of Transmittal”), Effective Time and (Bii) instructions for surrendering effecting the surrender of the Certificates (or affidavits of loss in lieu of the Certificatesthereof) or transferring the Book-Entry Units Shares in exchange for payment of the Merger Consideration into which such Company Shares have been converted pursuant to Section 2.1, including any amount payable in respect of Fractional Share Consideration in accordance with Section 2.7, and any dividends or other distributions on Parent Shares in accordance with Section 2.2(f). Upon surrender of a Certificate (or an affidavit of loss in lieu thereof) or Book-Entry Share for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal duly completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required pursuant to such instructions, the holder of such Certificate or Book-Entry Share shall be entitled to receive in exchange for therefor the Merger ConsiderationConsideration pursuant to the provisions of this Article II, cash any Fractional Share Consideration that such holder has the right to receive pursuant to the provisions of Section 2.7, and any amounts that such holder has the right to receive in lieu respect of fractional units of TMLP Common Units, if anydividends or other distributions on Parent Shares in accordance with Section 2.2(f) for each Company Share formerly represented by such Certificate or Book-Entry Share, to be issued mailed within three (3) business days following the Exchange Agent’s receipt of such Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share, and the Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share so surrendered shall be forthwith cancelled. The Exchange Agent shall accept such Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition precedent of payment that (A) the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and (B) the Person requesting such payment shall have paid in consideration therefor any transfer and distributions, in each case, other similar Taxes required by reason of the payment of the Merger Consideration to which such holders are entitled pursuant a Person other than the registered holder of the Certificate surrendered or shall have established to the terms satisfaction of this Agreementthe Surviving Corporation that such Tax either has been paid or is not required to be paid. With Payment of the Merger Consideration with respect to Book-Entry Units held through DTCShares shall only be made to the Person in whose name such Book-Entry Shares are registered. Until surrendered as contemplated by this Section 2.2, TMLP each Certificate and WMLP Book-Entry Share shall cooperate to establish procedures with the Exchange Agent and DTC to ensure that the Exchange Agent will transmit to DTC or its nominees on the Closing Date (or if Closing occurs after 11:30 a.m. (New York Time) on the Closing Date, on the first Business Day be deemed at any time after the Closing Date)Effective Time to represent only the right to receive the Merger Consideration as contemplated by this Article II, upon surrender including any amount payable in respect of Eligible Units or TexNew Mex Units, as applicable, held of record by DTC or its nominees Fractional Share Consideration in accordance with DTC’s customary surrender proceduresSection 2.7, the Merger Considerationand any dividends or other distributions on Parent Shares in accordance with Section 2.2(f), TexNew Mex Unit Consideration, as applicable, cash in lieu of fractional units of TMLP Common Units, if any, to be issued or paid in consideration therefor and distributions, in each case, to which the beneficial owners thereof are entitled pursuant to the terms of this Agreementwithout interest thereon.

Procedures for Surrender. (a) Promptly after the Effective Time (Time, HurricaneCyclone shall, and in any event within four Business Days thereafter)shall cause the Surviving Corporation to, TMLP shall cause the Exchange Agent to mail (and make available for collection by hand) to each holder of record of Eligible Units a certificate or TexNew Mex Units, as applicable, that are certificates which immediately prior to the Effective Time represented outstanding Hurricane Shares (the "Certificates") or non-certificated Hurricane Shares represented by book-entry ("Book-Entry Shares") and whose Hurricane Shares were converted pursuant to Section 2.1 into the right to receive the Merger Consideration (i) Certificates or (ii) Book-Entry Units not held through The Depositary Trust Company (“DTC”) notice advising such holders a letter of the effectiveness of the Mergertransmittal, including (A) appropriate transmittal materials specifying which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or such Book-Entry Units shall pass pass, only upon delivery of the Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.7thereof) or transfer of the Book-Entry Unit to the Exchange Agent (including customary provisions with respect to delivery of an “agent’s message” with respect to Book-Entry Units), such materials to and shall be in such form and have such other provisions as the TMLP Parties desire with approval of the WMLP Parties (such approval not to be unreasonably withheld, conditioned or delayed) (the “Letter of Transmittal”), Cyclone may reasonably specify and (Bii) instructions for surrendering effecting the surrender of the Certificates (or affidavits of loss in lieu of the Certificatesthereof) or transferring the Book-Entry Units Shares in exchange for payment of the Merger Consideration issuable and payable in respect of such Hurricane Shares pursuant to Section 2.1, including any amount payable in respect of Fractional Share Consideration in accordance with Section 2.5, and any dividends or other distributions on Cyclone Shares in accordance with Section 2.2(f). Upon surrender of a Certificate (or an affidavit of loss in lieu thereof) or Book-Entry Share for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by HurricaneCyclone or the Surviving Corporation, together with such letter of transmittal duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificate or Book-Entry Share shall be entitled to receive in exchange therefor the applicable Merger Consideration pursuant to the provisions of this Article II, any Fractional Share Consideration that such holder has the right to receive pursuant to the provisions of Section 2.5, and any amounts that such holder has the right to receive in respect of dividends or other distributions on Cyclone Shares in accordance with Section 2.2(f) for the Merger Consideration, cash in lieu of fractional units of TMLP Common Units, if anyeach Hurricane Share formerly represented by such Certificate or Book-Entry Share, to be issued mailed (or made available for collection by hand if so elected by the surrendering holder) within five (5) business days following the Exchange Agent's receipt of such Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share, letter of transmittal and such other documents, and the Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share so surrendered shall be forthwith cancelled. The Exchange Agent shall accept such Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition precedent of payment that (A) the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and (B) the Person requesting such payment shall have paid in consideration therefor any transfer and distributions, in each case, other similar Taxes required by reason of the payment of the Merger Consideration to which such holders are entitled pursuant a Person other than the registered holder of the Certificate surrendered or shall have established to the terms satisfaction of this Agreementthe Surviving Corporation that such Tax either has been paid or is not required to be paid. With Payment of the applicable Merger Consideration with respect to Book-Entry Units held through DTCShares shall only be made to the Person in whose name such Book-Entry Shares are registered. Until surrendered as contemplated by this Section 2.2, TMLP each Certificate and WMLP Book-Entry Share shall cooperate to establish procedures with the Exchange Agent and DTC to ensure that the Exchange Agent will transmit to DTC or its nominees on the Closing Date (or if Closing occurs after 11:30 a.m. (New York Time) on the Closing Date, on the first Business Day be deemed at any time after the Closing Date)Effective Time to represent only the right to receive the applicable Merger Consideration as contemplated by this Article II, upon surrender including any amount payable in respect of Eligible Units or TexNew Mex Units, as applicable, held of record by DTC or its nominees Fractional Share Consideration in accordance with DTC’s customary surrender proceduresSection 2.5, the Merger Considerationand any dividends or other distributions on Cyclone Shares in accordance with Section 2.2(f), TexNew Mex Unit Consideration, as applicable, cash in lieu of fractional units of TMLP Common Units, if any, to be issued or paid in consideration therefor and distributions, in each case, to which the beneficial owners thereof are entitled pursuant to the terms of this Agreementwithout interest thereon.

Procedures for Surrender. (a) Promptly after the Effective Time (Time, Parent shall, and in any event within four Business Days thereafter)shall cause the Surviving Corporation to, TMLP shall cause the Exchange Agent to mail (and make available for collection by hand) to each holder of record of Eligible Units a certificate or TexNew Mex Units, as applicable, that are certificates which immediately prior to the Effective Time represented outstanding Company Shares (the “Certificates”) or non-certificated Company Shares represented by book-entry (“Book-Entry Shares”) and whose Company Shares were converted pursuant to Section 2.1 into the right to receive the Merger Consideration (i) Certificates or (ii) Book-Entry Units not held through The Depositary Trust Company (“DTC”) notice advising such holders a letter of the effectiveness of the Mergertransmittal, including (A) appropriate transmittal materials specifying which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or such Book-Entry Units shall pass pass, only upon delivery of the Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.7thereof) or transfer of the Book-Entry Unit to the Exchange Agent (including customary provisions with respect to delivery of an “agent’s message” with respect to Book-Entry Units), such materials to and shall be in such form and have such other provisions as the TMLP Parties desire with approval of the WMLP Parties (such approval not to be unreasonably withheld, conditioned or delayed) (the “Letter of Transmittal”), Parent may reasonably specify and (Bii) instructions for surrendering effecting the surrender of the Certificates (or affidavits of loss in lieu of the Certificatesthereof) or transferring the Book-Entry Units Shares in exchange for payment of the Merger Consideration into which such Company Shares have been converted pursuant to Section 2.1, including any amount payable in respect of Fractional Share Consideration in accordance with Section 2.6, and any dividends or other distributions on Parent Shares in accordance with Section 2.2(f). Upon surrender of a Certificate (or an affidavit of loss in lieu thereof) or Book-Entry Share for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent or the Surviving Corporation, together with such letter of transmittal duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificate or Book-Entry Share shall be entitled to receive in exchange for therefor the Merger ConsiderationConsideration pursuant to the provisions of this Article II, cash any Fractional Share Consideration that such holder has the right to receive pursuant to the provisions of Section 2.6, and any amounts that such holder has the right to receive in lieu respect of fractional units of TMLP Common Units, if anydividends or other distributions on Parent Shares in accordance with Section 2.2(f) for each Company Share formerly represented by such Certificate or Book-Entry Share, to be issued mailed (or made available for collection by hand if so elected by the surrendering holder) within five (5) business days following the later to occur of (x) the Effective Time or (y) the Exchange Agent’s receipt of such Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share, and the Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share so surrendered shall be forthwith cancelled. The Exchange Agent shall accept such Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition precedent of payment that (A) the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and (B) the Person requesting such payment shall have paid in consideration therefor any transfer and distributions, in each case, other similar Taxes required by reason of the payment of the Merger Consideration to which such holders are entitled pursuant a Person other than the registered holder of the Certificate surrendered or shall have established to the terms satisfaction of this Agreementthe Surviving Company that such Tax either has been paid or is not required to be paid. With Payment of the Merger Consideration with respect to Book-Entry Units held through DTCShares shall only be made to the Person in whose name such Book-Entry Shares are registered. Until surrendered as contemplated by this Section 2.2, TMLP each Certificate and WMLP Book-Entry Share shall cooperate to establish procedures with the Exchange Agent and DTC to ensure that the Exchange Agent will transmit to DTC or its nominees on the Closing Date (or if Closing occurs after 11:30 a.m. (New York Time) on the Closing Date, on the first Business Day be deemed at any time after the Closing Date)Effective Time to represent only the right to receive the Merger Consideration as contemplated by this Article II, upon surrender including any amount payable in respect of Eligible Units or TexNew Mex Units, as applicable, held of record by DTC or its nominees Fractional Share Consideration in accordance with DTC’s customary surrender proceduresSection 2.6, the Merger Considerationand any dividends or other distributions on Parent Shares in accordance with Section 2.2(f), TexNew Mex Unit Consideration, as applicable, cash in lieu of fractional units of TMLP Common Units, if any, to be issued or paid in consideration therefor and distributions, in each case, to which the beneficial owners thereof are entitled pursuant to the terms of this Agreementwithout interest thereon.

Procedures for Surrender. (a) Promptly As soon as reasonably practicable after the Effective Time Time, but in no event more than three (and in any event within four Business Days thereafter)3) business days following the Effective Time, TMLP Parent shall cause the Exchange Agent to mail (and make available for collection by hand) to each holder of record of Eligible Units a certificate or TexNew Mex Units, as applicable, that are certificates which immediately prior to the Effective Time represented outstanding Company Shares (the “Certificates”) or non-certificated Company Shares represented by book-entry (“Book-Entry Shares”) and whose Company Shares were converted pursuant to Section 2.1 into the right to receive the Merger Consideration (i) Certificates or (ii) Book-Entry Units not held through The Depositary Trust Company (“DTC”) notice advising such holders a letter of the effectiveness of the Mergertransmittal, including (A) appropriate transmittal materials specifying which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or such Book-Entry Units shall pass pass, only upon delivery of the Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.7thereof) or transfer of the Book-Entry Unit to the Exchange Agent (including customary provisions with respect to delivery of an “agent’s message” with respect to Book-Entry Units), such materials to and shall be in such form as Parent and have such other provisions as the TMLP Parties desire with approval of Company agree prior to the WMLP Parties (such approval not to be unreasonably withheld, conditioned or delayed) (the “Letter of Transmittal”), Effective Time and (Bii) instructions for surrendering effecting the surrender of the Certificates (or affidavits of loss in lieu of the Certificatesthereof) or transferring the Book-Entry Units Shares in exchange for payment of the Merger Consideration into which such Company Shares have been converted pursuant to Section 2.1, including any amount payable in respect of Fractional Share Consideration in accordance with Section 2.5, and any dividends or other distributions on Parent Shares in accordance with Section 2.2(f). Upon surrender of a Certificate (or an affidavit of loss in lieu thereof) or Book-Entry Share for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificate or Book-Entry Share shall be entitled to receive in exchange for therefor the Merger ConsiderationConsideration pursuant to the provisions of this Article II, cash any Fractional Share Consideration that such holder has the right to receive pursuant to the provisions of Section 2.5, and any amounts that such holder has the right to receive in lieu respect of fractional units of TMLP Common Units, if anydividends or other distributions on Parent Shares in accordance with Section 2.2(f) for each Company Share formerly represented by such Certificate or Book-Entry Share, to be issued mailed (or made available for collection by hand if so elected by the surrendering holder) within three (3) business days following the Exchange Agent’s receipt of such Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share, and the Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share so surrendered shall be forthwith cancelled. The Exchange Agent shall accept such Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition precedent of payment that (A) the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and (B) the Person requesting such payment shall have paid in consideration therefor any transfer and distributions, in each case, other similar Taxes required by reason of the payment of the Merger Consideration to which such holders are entitled pursuant a Person other than the registered holder of the Certificate surrendered or shall have established to the terms satisfaction of this Agreementthe Surviving Corporation that such Tax either has been paid or is not required to be paid. With Payment of the Merger Consideration with respect to Book-Entry Units held through DTCShares shall only be made to the Person in whose name such Book-Entry Shares are registered. Until surrendered as contemplated by this Section 2.2, TMLP each Certificate and WMLP Book-Entry Share shall cooperate to establish procedures with the Exchange Agent and DTC to ensure that the Exchange Agent will transmit to DTC or its nominees on the Closing Date (or if Closing occurs after 11:30 a.m. (New York Time) on the Closing Date, on the first Business Day be deemed at any time after the Closing Date)Effective Time to represent only the right to receive the Merger Consideration as contemplated by this Article II, upon surrender including any amount payable in respect of Eligible Units or TexNew Mex Units, as applicable, held of record by DTC or its nominees Fractional Share Consideration in accordance with DTC’s customary surrender proceduresSection 2.5, the Merger Considerationand any dividends or other distributions on Parent Shares in accordance with Section 2.2(f), TexNew Mex Unit Consideration, as applicable, cash in lieu of fractional units of TMLP Common Units, if any, to be issued or paid in consideration therefor and distributions, in each case, to which the beneficial owners thereof are entitled pursuant to the terms of this Agreementwithout interest thereon.

Procedures for Surrender. (a) Promptly after the Effective Time (and in any event event, within four three (3) Business Days thereafter), TMLP Parent shall, and shall cause the Exchange Surviving Corporation to, cause the Paying Agent to mail (and make available for collection by hand) to each holder of record of Eligible Units a certificate or TexNew Mex Units, as applicable, that are certificates which immediately prior to the Effective Time represented outstanding Company Shares (the “Certificates”) or non-certificated Company Shares represented by book-entry (“Book-Entry Shares”) and whose Company Shares were converted pursuant to Section 2.1 into the right to receive the Merger Consideration (i) Certificates or (ii) Book-Entry Units not held through The Depositary Trust Company (“DTC”) notice advising such holders a letter of the effectiveness of the Mergertransmittal, including (A) appropriate transmittal materials specifying which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or such Book-Entry Units shall pass pass, only upon delivery of the Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.7thereof) or transfer of the Book-Entry Unit to the Exchange Paying Agent (including customary provisions with respect to delivery of an “agent’s message” with respect to Book-Entry Units), such materials to and shall be in such form and have such other provisions as the TMLP Parties desire with approval of the WMLP Parties (such approval not to be unreasonably withheld, conditioned or delayed) (the “Letter of Transmittal”), Parent may reasonably specify and (Bii) instructions for surrendering effecting the surrender of the Certificates (or affidavits of loss in lieu of the Certificatesthereof) or transferring the Book-Entry Units to the Exchange Agent Shares in exchange for payment of the Merger Consideration, cash Consideration payable in respect of such Company Shares pursuant to Section 2.1. Upon surrender of a Certificate (or an affidavit of loss in lieu thereof) or Book-Entry Share for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent or the Surviving Corporation, together with such letter of fractional units transmittal duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of TMLP Common Units, if any, such Certificate or Book-Entry Share shall be entitled to be issued or paid receive in consideration exchange therefor and distributions, in each case, to which such holders are entitled the applicable Merger Consideration pursuant to the terms provisions of this AgreementARTICLE II for each Company Share formerly represented by such Certificate or Book-Entry Share. With All such amounts shall be mailed (or made available for collection by hand if so elected by the surrendering holder) within five (5) Business Days following the Paying Agent’s receipt of such Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share, letter of transmittal and such other documents, and the Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share so surrendered shall be forthwith cancelled. The Paying Agent shall accept such Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition precedent to payment that (A) the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and (B) the Person requesting such payment shall have paid any transfer and other similar Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Paying Agent that such Tax either has been paid or is not payable. Any other transfer or similar Taxes incurred in connection with the transactions contemplated by this Agreement shall be paid by Parent. Payment of the applicable Merger Consideration with respect to Book-Entry Units held through DTCShares shall only be made to the Person in whose name such Book-Entry Shares are registered. Until surrendered as contemplated by this Section 2.2, TMLP each Certificate and WMLP Book-Entry Share shall cooperate to establish procedures with the Exchange Agent and DTC to ensure that the Exchange Agent will transmit to DTC or its nominees on the Closing Date (or if Closing occurs after 11:30 a.m. (New York Time) on the Closing Date, on the first Business Day be deemed at any time after the Closing Date)Effective Time to represent only the right to receive the applicable Merger Consideration as contemplated by this ARTICLE II, upon surrender of Eligible Units or TexNew Mex Units, as applicable, held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures, the Merger Consideration, TexNew Mex Unit Consideration, as applicable, cash in lieu of fractional units of TMLP Common Units, if any, to be issued or paid in consideration therefor and distributions, in each case, to which the beneficial owners thereof are entitled pursuant to the terms of this Agreementwithout interest thereon.

Procedures for Surrender. (ai) Promptly after following the Effective Time (Time, Parent shall, and in any event within four Business Days thereafter)shall cause the Surviving Entity to, TMLP shall cause the Exchange Agent to mail (and make available for collection by hand) to each holder of record of Eligible Units a certificate or TexNew Mex Units, as applicable, that are certificates which immediately prior to the Effective Time represented outstanding Company Common Shares (ithe “Certificates”) Certificates or non-certificated Company Common Shares represented by book-entry (ii) “Book-Entry Units not held through The Depositary Trust Company (“DTCShares”) notice advising such holders of and whose Company Common Shares were converted pursuant to Section 3.1 into the effectiveness of right to receive the Merger, including Merger Consideration (A) appropriate a letter of transmittal materials specifying in customary form, which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or such Book-Entry Units shall pass pass, only upon delivery of the Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.7thereof) or transfer of the Book-Entry Unit to the Exchange Agent (including customary provisions with respect to delivery or, in the case of an “agent’s message” with respect to Book-Entry Units)Company Shares, such materials upon adherence to be the procedures set forth in such form and have such other provisions as the TMLP Parties desire with approval letter of the WMLP Parties (such approval not to be unreasonably withheld, conditioned or delayed) (the “Letter of Transmittal”), transmittal and (B) instructions for surrendering effecting the surrender of the Certificates (or affidavits of loss in lieu of the Certificatesthereof) or transferring the Book-Entry Units to the Exchange Agent Company Shares in exchange for payment of the Merger Consideration, cash including any amount payable in lieu respect of fractional units the Fractional Share Consideration in accordance with Section 3.6, and any dividends or other distributions on Parent Common Shares in accordance with Section 3.2(f). Such instructions shall provide that (1) at the election of TMLP Common Unitsthe surrendering holder, Certificates may be surrendered by hand delivery or otherwise, (2) the Merger Consideration in exchange for Certificates and Book-Entry Company Shares shall be delivered in uncertificated book-entry form to the surrendering holder and (3) the Fractional Share Consideration, if any, to be issued or paid payable in consideration therefor exchange for Certificates and distributions, in each case, to which such holders are entitled pursuant to the terms of this Agreement. With respect to Book-Entry Units held through DTC, TMLP and WMLP shall cooperate to establish procedures with the Exchange Agent and DTC to ensure that the Exchange Agent Company Shares will transmit to DTC or its nominees on the Closing Date (or if Closing occurs after 11:30 a.m. (New York Time) on the Closing Date, on the first Business Day after the Closing Date), upon surrender of Eligible Units or TexNew Mex Units, as applicable, held of record be payable by DTC or its nominees in accordance with DTC’s customary surrender procedures, the Merger Consideration, TexNew Mex Unit Consideration, as applicable, cash in lieu of fractional units of TMLP Common Units, if any, to be issued or paid in consideration therefor and distributions, in each case, to which the beneficial owners thereof are entitled pursuant wire transfer to the terms of this Agreementsurrendering holder.

Procedures for Surrender. (a) Promptly after the Effective Time With respect to Certificates, as promptly as reasonably practicable (and but in any event within four three (3) Business Days thereafter)Days) after the Effective Time, TMLP King shall cause the Exchange Agent to mail to each holder of record of Eligible Units or TexNew Mex Units, as applicable, that are each such Certificate (i) Certificates or (ii) Book-Entry Units not held through The Depositary Trust Company (“DTC”) a notice advising such holders holder of the effectiveness of the Merger, including (Aii) appropriate a letter of transmittal materials in customary form specifying that delivery shall be effected, and risk of loss and title to the Certificates or such Book-Entry Units a Certificate shall pass pass, only upon delivery of the Certificates Certificate (or affidavits affidavit of loss in lieu of the Certificates, a Certificate as provided in Section 4.73.7) to the Exchange Agent or transfer of the Book-Entry Unit Shares not held through DTC (each, a “Non-DTC Book-Entry Share”) to the Exchange Agent (including customary provisions with respect to delivery of an “agent’s message” with respect to Non-DTC Book-Entry Units), such materials to be in such form and have such other provisions as the TMLP Parties desire with approval of the WMLP Parties (such approval not to be unreasonably withheld, conditioned or delayedShares) (the “Letter of Transmittal”), ) and (Biii) instructions for surrendering the Certificates a Certificate (or affidavits affidavit of loss in lieu of a Certificate as provided in Section 3.7) in exchange for the Certificates) or transferring aggregate Merger Consideration payable in respect thereof to the Book-Entry Units Exchange Agent. Upon surrender to the Exchange Agent of a Certificate (or affidavit of loss in lieu of a Certificate as provided in Section 3.7) together with a duly executed and completed Letter of Transmittal and such other documents as may reasonably be required pursuant to such instructions, King shall cause the Exchange Agent to mail to each holder of record of any such Certificate in exchange for therefore, as promptly as reasonably practicable thereafter, (A) a statement reflecting the Merger Considerationnumber of whole shares of King Common Stock, if any, that such holder is entitled to receive in non-certificated book-entry form pursuant to Article II in the name of such record holder and (B) a check in the amount (after giving effect to any required Tax withholdings as provided in Section 3.8) of (x) any cash in lieu of fractional units of TMLP Common Units, if any, shares that such holder is entitled to be issued or paid in consideration therefor and distributions, in each case, to which such holders are entitled receive pursuant to Section 3.5 plus (y) any unpaid cash dividends and any other dividends or other distributions that such holder has the terms of right to receive pursuant to this AgreementArticle III. With respect to Book-Entry Units held through DTC, TMLP and WMLP Any Certificate that has been so surrendered shall cooperate to establish procedures with be cancelled by the Exchange Agent and DTC to ensure that the Exchange Agent will transmit to DTC or its nominees on the Closing Date (or if Closing occurs after 11:30 a.m. (New York Time) on the Closing Date, on the first Business Day after the Closing Date), upon surrender of Eligible Units or TexNew Mex Units, as applicable, held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures, the Merger Consideration, TexNew Mex Unit Consideration, as applicable, cash in lieu of fractional units of TMLP Common Units, if any, to be issued or paid in consideration therefor and distributions, in each case, to which the beneficial owners thereof are entitled pursuant to the terms of this AgreementAgent.

Procedures for Surrender. (a) Promptly With respect to Certificates, as promptly as reasonably practicable after the Effective Time (and in any event within four but no later than the third (3rd) Business Days Day thereafter), TMLP the Surviving Corporation shall cause the Exchange Agent to mail to each holder of record of Eligible Units or TexNew Mex Units, as applicable, that are each such Certificate (i) Certificates or (ii) Book-Entry Units not held through The Depositary Trust Company (“DTC”) notice advising such holders of the effectiveness of the Merger, including (Aii) appropriate a letter of transmittal materials specifying in customary form, which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or such Book-Entry Units a Certificate shall pass pass, only upon delivery of the Certificates Certificate (or affidavits affidavit of loss in lieu of the Certificates, a Certificate as provided in Section 4.73.7) or transfer of the Book-Entry Unit to the Exchange Agent (including customary provisions with respect to delivery of an “agent’s message” with respect to Book-Entry Units), such materials to be in such form and have such other provisions as the TMLP Parties desire with approval of the WMLP Parties (such approval not to be unreasonably withheld, conditioned or delayed) (the “Letter of Transmittal”), (iii) a duly completed and validly executed declaration and/or Valid Tax Certificate (or such other forms as may be required under any applicable Law, the 104H Tax Ruling, each in such form as may be reasonably requested by the Exchange Agent, or such forms as prescribed in the Withholding Tax Ruling in which the holder of record of each such Certificate provides certain information necessary for the Exchange Agent to determine whether any amounts need to be withheld from the consideration payable or otherwise deliverable to such holder hereunder pursuant to the terms of the Ordinance (in each case, subject to the terms of the Withholding Tax Ruling), and (Biv) instructions for surrendering the Certificates a Certificate (or affidavits affidavit of loss in lieu of a Certificate as provided in Section 3.7)) to the Certificates) or transferring the Book-Entry Units Exchange Agent. Upon surrender to the Exchange Agent in exchange for the Merger Consideration, cash of a Certificate (or affidavit of loss in lieu of fractional units a Certificate as provided in Section 3.7) together with a duly executed and completed Letter of TMLP Transmittal and such other documents as may reasonably be required pursuant to such instructions, the Surviving Corporation shall cause the Exchange Agent to mail to each holder of record of any such Certificate in exchange therefore, as promptly as reasonably practicable thereafter, (x) a statement reflecting the number of whole shares of Parent Common UnitsStock, if any, that such holder is entitled to be issued or paid in consideration therefor and distributions, in each case, to which such holders are entitled receive pursuant to Article II in the terms name of such record holder and (y) a check in the amount (subject to the provisions of Section 3.8) of any unpaid non-stock dividends and any other dividends or other distributions that such holder has the right to receive pursuant to this AgreementArticle III. With respect to Book-Entry Units held through DTC, TMLP and WMLP Any Certificate that has been so surrendered shall cooperate to establish procedures with be cancelled by the Exchange Agent and DTC to ensure that the Exchange Agent will transmit to DTC or its nominees on the Closing Date (or if Closing occurs after 11:30 a.m. (New York Time) on the Closing Date, on the first Business Day after the Closing Date), upon surrender of Eligible Units or TexNew Mex Units, as applicable, held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures, the Merger Consideration, TexNew Mex Unit Consideration, as applicable, cash in lieu of fractional units of TMLP Common Units, if any, to be issued or paid in consideration therefor and distributions, in each case, to which the beneficial owners thereof are entitled pursuant to the terms of this AgreementAgent.

Procedures for Surrender. (a) Promptly after the Company Merger Effective Time (and but in any no event within four Business Days thereafterlater than five (5) business days after the Company Merger Effective Time), TMLP Parent shall, and shall cause the Surviving Entity and the Surviving Partnership Entity to, cause the Exchange Agent to mail (and make available for collection by hand) to each holder of record of Eligible (i) a certificate or certificates which immediately prior to the Company Merger Effective Time represented outstanding Company Shares (the “Certificates”), (ii) non-certificated Company Shares represented by book-entry (“Book-Entry Shares”) or (iii) Partnership Units and whose Company Shares or TexNew Mex Partnership Units, as applicable, that are were converted pursuant to Section 2.1 into the right to receive the Merger Consideration (i) Certificates or (ii) Book-Entry Units not held through The Depositary Trust Company (“DTC”) notice advising such holders a letter of the effectiveness of the Mergertransmittal, including (A) appropriate transmittal materials specifying which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or such Book-Entry Units shall pass pass, only upon delivery of the Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.7thereof) or transfer of the Book-Entry Unit to the Exchange Agent (including customary provisions with respect to delivery of an “agent’s message” with respect to Book-Entry Units), such materials to and shall be in such form and have such other provisions as the TMLP Parties desire with approval of the WMLP Parties (such approval not to be unreasonably withheld, conditioned or delayed) (the “Letter of Transmittal”), Parent may reasonably specify and (Bii) instructions for surrendering effecting the surrender of the Certificates (or affidavits of loss in lieu of the Certificates) or transferring the thereof), Book-Entry Shares or Partnership Units in exchange for payment of the Merger Consideration, including any amount payable in respect of the Fractional Share Consideration in accordance with Section 2.6 and any dividends or other distributions on shares of Parent Common Stock in accordance with Section 2.2(f). Upon surrender of a Certificate (or an affidavit of loss in lieu thereof), Book-Entry Share or Partnership Unit for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, the Surviving Entity or the Surviving Partnership Entity, together with such letter of transmittal duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificate, Book-Entry Share or Partnership Unit shall be entitled to receive in exchange therefor the Stock Consideration for each share of Company Common Stock formerly represented by such Certificate, Book-Entry Share or each Partnership Unit pursuant to the Merger Considerationprovisions of this Article II (rounded down to the nearest whole share) and a check or wire transfer representing the Cash Consideration for each share of Company Common Stock formerly represented by such Certificate, cash Book-Entry Share or Partnership Unit pursuant to the provisions of this Article II, any Fractional Share Consideration that such holder has the right to receive pursuant to the provisions of Section 2.6, and any amounts that such holder has the right to receive in lieu respect of fractional units dividends or other distributions on shares of TMLP Parent Common UnitsStock in accordance with Section 2.2(f) for each Company Share formerly represented by such Certificate, if anyBook-Entry Share or each Partnership Unit, to be issued mailed (or made available for collection by hand if so elected by the surrendering holder) within five (5) business days following the later to occur of (i) the Company Merger Effective Time or (ii) the Exchange Agent’s receipt of such Certificate (or affidavit of loss in lieu thereof), Book-Entry Share or Partnership Unit, and the Certificate (or affidavit of loss in lieu thereof), Book-Entry Share or Partnership Unit so surrendered shall be forthwith cancelled. The Exchange Agent shall accept such Certificates (or affidavits of loss in lieu thereof), Book-Entry Shares or Partnership Units upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition precedent of payment that (A) the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and (B) the Person requesting such payment shall have paid in consideration therefor any transfer and distributions, in each case, other similar Taxes required by reason of the payment of the Merger Consideration to which such holders are entitled pursuant a Person other than the registered holder of the Certificate surrendered or shall have established to the terms satisfaction of this Agreementthe Surviving Entity that such Tax either has been paid or is not required to be paid. With Payment of the applicable Merger Consideration with respect to Book-Entry Shares or Partnership Units held through DTCshall only be made to the Person in whose name such Book-Entry Shares or Partnership Units are registered. Until surrendered as contemplated by this Section 2.2, TMLP (x) each Certificate and WMLP Book-Entry Share shall cooperate to establish procedures with the Exchange Agent and DTC to ensure that the Exchange Agent will transmit to DTC or its nominees on the Closing Date (or if Closing occurs after 11:30 a.m. (New York Time) on the Closing Date, on the first Business Day be deemed at any time after the Closing Date)Company Merger Effective Time and (y) each Partnership Unit shall be deemed at any time after the Partnership Merger Effective Time, upon surrender to represent only the right to receive the applicable Stock Consideration (rounded down to the nearest whole share) and Cash Consideration as contemplated by this Article II, including any amount payable in respect of Eligible Units or TexNew Mex Units, as applicable, held of record by DTC or its nominees the Fractional Share Consideration in accordance with DTC’s customary surrender proceduresSection 2.6 and any dividends or other distributions on shares of Parent Common Stock in accordance with Section 2.2(f), the Merger Consideration, TexNew Mex Unit Consideration, as applicable, cash in lieu without interest thereon. Shares of fractional units of TMLP Parent Common Units, if any, to be issued or paid in consideration therefor and distributions, in each case, to which the beneficial owners thereof are entitled Stock deliverable pursuant to the terms this Section 2.2(b) in exchange for shares of this AgreementCompany Common Stock or Partnership Units shall be in uncertificated book-entry form.

Procedures for Surrender. (a) Promptly after the Effective Time (and in any event event, within four three Business Days thereafter), TMLP Parent shall, and shall cause the Exchange Surviving Corporation to, cause the Paying Agent to mail (and make available for collection by hand) to each holder of record of Eligible Units a certificate or TexNew Mex Units, as applicable, that are certificates which immediately prior to the Effective Time represented outstanding Company Shares (the “Certificates”) or non-certificated Company Shares represented by book-entry (“Book-Entry Shares”) and whose Company Shares were converted pursuant to Section 2.1 into the right to receive the Merger Consideration (i) Certificates or (ii) Book-Entry Units not held through The Depositary Trust Company (“DTC”) notice advising such holders a letter of the effectiveness of the Mergertransmittal, including (A) appropriate transmittal materials specifying which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or such Book-Entry Units shall pass pass, only upon delivery of the Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.7thereof) or transfer of the Book-Entry Unit to the Exchange Paying Agent (including customary provisions with respect to delivery of an “agent’s message” with respect to Book-Entry Units), such materials to and shall be in such form and have such other provisions as the TMLP Parties desire with approval of the WMLP Parties (such approval not to be unreasonably withheld, conditioned or delayed) (the “Letter of Transmittal”), Parent may reasonably specify and (Bii) instructions for surrendering effecting the surrender of the Certificates (or affidavits of loss in lieu of the Certificatesthereof) or transferring the Book-Entry Units to the Exchange Agent Shares in exchange for payment of the Merger Consideration, cash Consideration payable in respect of such Company Shares pursuant to Section 2.1. Upon surrender of a Certificate (or an affidavit of loss in lieu thereof) or Book-Entry Share for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent or the Surviving Corporation, together with such letter of fractional units transmittal duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of TMLP Common Units, if any, such Certificate or Book-Entry Share shall be entitled to be issued or paid receive in consideration exchange therefor and distributions, in each case, to which such holders are entitled the applicable Merger Consideration pursuant to the terms provisions of this AgreementArticle II for each Company Share formerly represented by such Certificate or Book-Entry Share. With All such amounts shall be mailed (or made available for collection by hand if so elected by the surrendering holder) within three Business Days following the Paying Agent’s receipt of such Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share, letter of transmittal and such other documents, and the Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share so surrendered shall be forthwith cancelled. The Paying Agent shall accept such Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition precedent to payment that (A) the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and (B) the Person requesting such payment shall have paid any transfer and other similar Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Paying Agent that such Tax either has been paid or is not payable. Any other transfer or similar Taxes incurred in connection with the Transactions shall be paid by Parent. Payment of the applicable Merger Consideration with respect to Book-Entry Units held through DTCShares shall only be made to the Person in whose name such Book-Entry Shares are registered. Until surrendered as contemplated by this Section 2.2, TMLP each Certificate and WMLP Book-Entry Share shall cooperate to establish procedures with the Exchange Agent and DTC to ensure that the Exchange Agent will transmit to DTC or its nominees on the Closing Date (or if Closing occurs after 11:30 a.m. (New York Time) on the Closing Date, on the first Business Day be deemed at any time after the Closing Date)Effective Time to represent only the right to receive the applicable Merger Consideration as contemplated by this Article II, upon surrender of Eligible Units or TexNew Mex Units, as applicable, held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures, the Merger Consideration, TexNew Mex Unit Consideration, as applicable, cash in lieu of fractional units of TMLP Common Units, if any, to be issued or paid in consideration therefor and distributions, in each case, to which the beneficial owners thereof are entitled pursuant to the terms of this Agreementwithout interest thereon.

Procedures for Surrender. Promptly (abut no more than five (5) Promptly Business Days) after the Effective Time (and in any event within four Business Days thereafter)Time, TMLP Community shall cause the Exchange Agent to mail (and make available for collection by hand) to each holder of record of Eligible Units a certificate or TexNew Mex Units, as applicable, that are certificates which immediately prior to the Effective Time represented outstanding Merchants Shares (the "Merchants Certificates") or non-certificated Merchants Shares represented by book-entry ("Book-Entry Shares") and whose Merchants Shares were converted pursuant to Section 2.1 into the right to receive the Merger Consideration and who has not theretofore submitted its Merchants Certificates or Book-Entry Shares with an Election Form (i) Certificates or (ii) Book-Entry Units not held through The Depositary Trust Company (“DTC”) notice advising such holders a letter of the effectiveness of the Mergertransmittal, including (A) appropriate transmittal materials specifying which shall specify that delivery shall be effected, and risk of loss and title to the Merchants Certificates or such Book-Entry Units shall pass pass, only upon delivery of the Merchants Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.7thereof) or transfer of the Book-Entry Unit to the Exchange Agent (including customary provisions with respect to delivery of an “agent’s message” with respect to Book-Entry Units), such materials to and shall be in such form and have such other provisions as the TMLP Parties desire with approval of the WMLP Parties (such approval not to be unreasonably withheld, conditioned or delayed) (the “Letter of Transmittal”), Community may reasonably specify and (Bii) instructions for surrendering effecting the surrender of the Merchants Certificates (or affidavits of loss in lieu thereof) or BookEntry Shares in exchange for payment of the CertificatesMerger Consideration into which such Merchants Shares have been converted pursuant to Section 2.1, including any amount payable in respect of Fractional Share Consideration in accordance with Section 2.7, and any dividends or other distributions on shares of Community Common Stock in accordance with Section 2.3(f). Upon surrender of a Merchants Certificate (or an affidavit of loss in lieu thereof) or transferring the Book-Entry Units Share for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Community, together with such letter of transmittal or Election Form duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Merchants Certificate or Book-Entry Share shall be entitled to receive in exchange therefor the applicable Merger Consideration pursuant to the provisions of this Article 2, any Fractional Share Consideration that such holder has the right to receive pursuant to the provisions of Section 2.7, and any amounts that such holder has the right to receive in respect of dividends or other distributions on shares of Community Common Stock in accordance with Section 2.3(f) for the Merger Consideration, cash in lieu of fractional units of TMLP Common Units, if anyeach Merchants Share formerly represented by such Merchants Certificate or Book-Entry Share, to be issued mailed (or paid in consideration therefor and distributions, in each case, made available for collection by hand if so elected by the surrendering holder) within five (5) Business Days following the later to which such holders are entitled pursuant occur of (x) the completion of the prorations to the Merger Consideration as described in Section 2.2(c) and (y) the Exchange Agent's receipt of such Merchants Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share, and the Merchants Certificate or Book-Entry Share so surrendered shall be forthwith cancelled. The Exchange Agent shall accept such Merchants Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. If payment of this Agreementthe Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Merchants Certificate is registered, it shall be a condition precedent of payment that (A) the Merchants Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and (B) the Person requesting such payment shall have paid any transfer and other similar Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Merchants Certificate surrendered or shall have established to the satisfaction of Community that such Tax either has been paid or is not required to be paid. With Payment of the applicable Merger Consideration with respect to Book-Entry Units held through DTCShares shall only be made to the Person in whose name such Book-Entry Shares are registered. Until surrendered as contemplated by this Section 2.3, TMLP each Merchants Certificate and WMLP Book-Entry Share shall cooperate to establish procedures with the Exchange Agent and DTC to ensure that the Exchange Agent will transmit to DTC or its nominees on the Closing Date (or if Closing occurs after 11:30 a.m. (New York Time) on the Closing Date, on the first Business Day be deemed at any time after the Closing Date)Effective Time to represent only the right to receive the applicable Merger Consideration as contemplated by this Article 2, upon surrender including any amount payable in respect of Eligible Units or TexNew Mex Units, as applicable, held of record by DTC or its nominees Fractional Share Consideration in accordance with DTC’s customary surrender proceduresSection 2.7, the Merger Considerationand any dividends or other distributions on shares of Community Common Stock in accordance with Section 2.3(f), TexNew Mex Unit Consideration, as applicable, cash in lieu of fractional units of TMLP Common Units, if any, to be issued or paid in consideration therefor and distributions, in each case, to which the beneficial owners thereof are entitled pursuant to the terms of this Agreementwithout interest thereon.

Procedures for Surrender. Not less than ten (a10) Promptly Business Days after the Effective Time (and in any event within four Business Days thereafter)Time, TMLP Parent shall cause the Exchange Agent to mail (and make available for collection by hand) to each holder of record of Eligible Units a certificate or TexNew Mex Units, as applicable, that are certificates which immediately prior to the Effective Time represented outstanding Company Shares (the “Company Certificates”) and whose Company Shares were converted pursuant to Section 2.1 into the right to receive the Merger Consideration and who has not theretofore submitted its Company Certificates with an Election Form (i) Certificates or (ii) Book-Entry Units not held through The Depositary Trust Company (“DTC”) notice advising such holders a letter of the effectiveness of the Mergertransmittal, including (A) appropriate transmittal materials specifying which shall specify that delivery shall be effected, and risk of loss and title to the Company Certificates or such Book-Entry Units shall pass pass, only upon delivery of the Company Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.7thereof) or transfer of the Book-Entry Unit to the Exchange Agent (including customary provisions with respect to delivery of an “agent’s message” with respect to Book-Entry Units), such materials to and shall be in such form and have such other provisions as are reasonably acceptable to the TMLP Parties desire with approval Company and Parent, and which Letter of Transmittal shall contain a release of claims in the form of Section 4.21 hereto and agreement of the WMLP Parties Company Stockholders to comply with the obligations set forth in this Agreement applicable to Company Stockholders as if they were a direct party hereto (such approval not which agreement to comply shall be unreasonably withheld, conditioned or delayed) (substantially in the “Letter form of Transmittal”Exhibit E hereto), and (Bii) instructions for surrendering effecting the surrender of Company Certificates (or affidavits of loss in lieu thereof) in exchange for payment of the CertificatesMerger Consideration into which such Company Shares have been converted pursuant to Section 2.1, including any amount payable in respect of Fractional Share Consideration in accordance with Section 2.7, and any dividends or other distributions on shares of Parent Common Stock in accordance with Section 2.3(h). Upon surrender of a Company Certificate (or an affidavit of loss in lieu thereof) or transferring the Book-Entry Units for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal or Election Form duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Company Certificate shall be entitled to receive in exchange therefor the applicable Merger Consideration pursuant to the provisions of this Article II (less any Escrow Consideration and the Stockholders’ Representative Expense Amount), any Fractional Share Consideration that such holder has the right to receive pursuant to the provisions of Section 2.7, and any amounts that such holder has the right to receive in respect of dividends or other distributions on shares of Parent Common Stock in accordance with Section 2.3(h) for the Merger Consideration, cash in lieu of fractional units of TMLP Common Units, if anyeach Company Share formerly represented by such Company Certificate, to be issued mailed (or paid in consideration therefor and distributions, in each case, made available for collection by hand if so elected by the surrendering holder) within five (5) Business Days following the later to which such holders are entitled pursuant occur of (x) the completion of the prorations to the Merger Consideration as described in Section 2.2(b) and (y) the Exchange Agent’s receipt of such Company Certificate (or affidavit of loss in lieu thereof), and the Company Certificate (or affidavit of loss in lieu thereof) so surrendered shall be forthwith cancelled. The Exchange Agent shall accept such Company Certificates (or affidavits of loss in lieu thereof) upon compliance with such reasonable terms of this Agreement. With respect to Book-Entry Units held through DTC, TMLP and WMLP shall cooperate to establish procedures with conditions as the Exchange Agent and DTC may impose to ensure that the Exchange Agent will transmit to DTC or its nominees on the Closing Date (or if Closing occurs after 11:30 a.m. (New York Time) on the Closing Date, on the first Business Day after the Closing Date), upon surrender of Eligible Units or TexNew Mex Units, as applicable, held of record by DTC or its nominees effect an orderly exchange thereof in accordance with DTC’s customary surrender procedures, normal exchange practices. If payment of the Merger Consideration, TexNew Mex Unit Consideration, as applicable, cash in lieu of fractional units of TMLP Common Units, if any, Consideration is to be issued made to a Person other than the Person in whose name the surrendered Company Certificate is registered, it shall be a condition precedent of payment that (A) the Company Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and (B) the Person requesting such payment shall have paid in consideration therefor any transfer and distributions, in each case, other similar Taxes required by reason of the payment of the Merger Consideration to which a Person other than the beneficial owners thereof are entitled pursuant registered holder of the Company Certificate surrendered or shall have established to the terms satisfaction of Parent that such Tax either has been paid or is not required to be paid. Until surrendered as contemplated by this AgreementSection 2.2, each Company Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the applicable Merger Consideration as contemplated by this Article II, including any amount payable in respect of Fractional Share Consideration in accordance with Section 2.7, and any dividends or other distributions on shares of Parent Common Stock in accordance with Section 2.3(h), without interest thereon.

Procedures for Surrender. (a) Promptly after the Effective Time (and in any event within four Business Days thereafter)Time, TMLP Parent shall send, or shall cause the Exchange Agent to mail send, to each record holder of record Company Capital Stock, Options, RSUs or Warrants at the Effective Time, whose Company Capital Stock, Options, RSUs or Warrants were converted pursuant to Section 2.8 into the right to receive the Aggregate Merger Consideration, a letter of Eligible Units or TexNew Mex Units, transmittal (in the form attached hereto as applicable, that are Exhibit E) (i) Certificates or (ii) Book-Entry Units not held through The Depositary Trust Company (a “DTCLetter of Transmittal”) notice advising such holders of and instructions (which shall specify that the effectiveness of the Merger, including (A) appropriate transmittal materials specifying that delivery shall be effected, and risk of loss and title to the Certificates or such Book-Entry Units shall pass pass, only upon proper delivery of the Certificates (certificates representing the Company Capital Stock, Options, RSUs or affidavits of loss in lieu of the CertificatesWarrants, as provided in Section 4.7) or transfer of the BookCompany Capital Stock, Options, RSUs or Warrants in book-Entry Unit entry form to the Exchange Agent (including customary provisions with respect to delivery Agent, and which Letter of an “agent’s message” with respect to Book-Entry Units), such materials to Transmittal will be in such customary form and have such other provisions as Parent and the TMLP Parties desire with approval Surviving Company may reasonably specify) for use in such exchange. Each holder of Company Capital Stock, Options, RSUs or Warrants that have been converted into the right to receive the Aggregate Merger Consideration shall be entitled to receive the Aggregate Merger Consideration into which such Company Capital Stock, Options, RSUs or Warrants have been converted pursuant to Section 2.8 in respect of the WMLP Parties Company Capital Stock, Options, RSUs or Warrants represented by a certificate or in book-entry form following (such approval not to be unreasonably withheld, conditioned or delayedi) (the “Letter of Transmittal”), and (B) instructions for surrendering the Certificates (or affidavits of loss in lieu of the Certificates) or transferring the Book-Entry Units surrender to the Exchange Agent in exchange for the Merger Consideration, cash in lieu of fractional units a certificate or certificates representing Company Capital Stock or Warrants or (ii) receipt of TMLP Common Unitssuch other evidence, if any, to be issued or paid of transfer as the Exchange Agent may reasonably request in consideration therefor and distributions, the case of book-entry Company Capital Stock; in each case, to which together with a duly completed and validly executed Letter of Transmittal and such holders are entitled other documents as may reasonably be requested by the Exchange Agent. No interest shall be paid or accrued upon the surrender or transfer of any Company Capital Stock, Options, RSUs or Warrants. Upon payment of the Closing Merger Consideration pursuant to the terms provisions of this Agreement. With respect to Book-Entry Units held through DTCArticle 2, TMLP and WMLP each share of Company Capital Stock, Option, RSU or Warrant so surrendered or transferred shall cooperate to establish procedures with the Exchange Agent and DTC to ensure that the Exchange Agent will transmit to DTC or its nominees on the Closing Date (or if Closing occurs after 11:30 a.m. (New York Time) on the Closing Date, on the first Business Day after the Closing Date), upon surrender of Eligible Units or TexNew Mex Units, as applicable, held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures, the Merger Consideration, TexNew Mex Unit Consideration, as applicable, cash in lieu of fractional units of TMLP Common Units, if any, to immediately be issued or paid in consideration therefor and distributions, in each case, to which the beneficial owners thereof are entitled pursuant to the terms of this Agreementcancelled.

Procedures for Surrender. (a) Promptly after the Effective Time (and in any event within four three Business Days thereafter), TMLP MPLX shall cause the Exchange Agent to mail to each holder of record of Public Unitholder Eligible Units, Affiliated Unitholder Eligible Units or TexNew Mex ANDX Series A Preferred Units, as applicable, that are represented by (i) Certificates or (ii) Book-Entry Units not held through The Depositary Trust Company (“DTC”) notice advising such holders of the effectiveness of the Merger, including (A) appropriate transmittal materials specifying that delivery shall be effected, and risk of loss and title to the Certificates such Public Unitholder Eligible Units, Affiliated Unitholder Eligible Units or such Book-Entry ANDX Series A Preferred Units shall pass only upon delivery of the Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.7) or transfer of the Book-Entry Unit to the Exchange Agent (including customary provisions with respect to delivery of an “agent’s message” with respect to Book-Entry Units), such materials to be in such form and have such other provisions as the TMLP MPLX Parties desire with approval of the WMLP ANDX Parties (such approval not to be unreasonably withheld, conditioned or delayed) (the “Letter of Transmittal”), and (B) instructions for surrendering the Certificates (or affidavits of loss in lieu of the Certificates) or transferring the Book-Entry Units to the Exchange Agent in exchange for the Public Unitholder Merger Consideration, Affiliated Unitholder Merger Consideration, cash in lieu of fractional units of TMLP MPLX Common Units, if any, to be issued or paid in consideration therefor and distributions, in each case, to which such holders are entitled pursuant to the terms of this Agreement. With respect to Book-Entry Units held through DTC, TMLP MPLX and WMLP ANDX shall cooperate to establish procedures with the Exchange Agent and DTC to ensure that the Exchange Agent will transmit to DTC or its nominees on the Closing Date (or if Closing occurs after 11:30 a.m. (New York Time) on the Closing Date, on the first Business Day after the Closing Date), upon surrender of Public Unitholder Eligible Units, Affiliated Unitholder Eligible Units or TexNew Mex ANDX Series A Preferred Units, as applicable, held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures, the Public Unitholder Merger Consideration, TexNew Mex Unit Affiliated Unitholder Merger Consideration and ANDX Series A Consideration, as applicable, and cash in lieu of fractional units of TMLP MPLX Common Units, if any, to be issued or paid in consideration therefor and distributions, in each case, to which the beneficial owners thereof are entitled pursuant to the terms of this Agreement.

Procedures for Surrender. (ai) Promptly after following the Effective Time (and in any event within four Business Days thereafter)Time, TMLP the Surviving Entity shall cause the Exchange Paying Agent to mail (and make available for collection by hand) to each Person who was, immediately prior to the Effective Time, a registered holder of record Shares entitled to receive the Per Share Merger Consideration pursuant to Section 3.1(a) (excluding, for the avoidance of Eligible Units or TexNew Mex Unitsdoubt, as applicable, that are Excluded Shares and Dissenting Shares): (i) Certificates or a letter of transmittal (which shall be in customary form for a company incorporated in the Cayman Islands, and shall specify the manner in which the delivery of the Per Share Merger Consideration to registered holders of Shares (other than Excluded Shares and Dissenting Shares) shall be effected), and (ii) Book-Entry Units not held through The Depositary Trust Company instructions for use in effecting the surrender of any issued share certificates representing Shares (the “DTCShare Certificates”) notice advising such holders of the effectiveness of the Merger, including (A) appropriate transmittal materials specifying that delivery shall be effected, and risk of loss and title to the Certificates or such Book-Entry Units shall pass only upon delivery of the Certificates (or affidavits and indemnities of loss in lieu of the Certificates, Share Certificates as provided in Section 4.73.4(e)) or transfer and/or such other documents as may be required to receive the Per Share Merger Consideration. Each registered holder of the Book-Entry Unit Shares which are represented by a Share Certificate, subject to the Exchange Agent surrender of such Share Certificate (including customary provisions with respect to or delivery of an “agent’s message” with respect to Book-Entry Units), such materials to be in such form affidavit and have such other provisions as the TMLP Parties desire with approval of the WMLP Parties (such approval not to be unreasonably withheld, conditioned or delayed) (the “Letter of Transmittal”), and (B) instructions for surrendering the Certificates (or affidavits indemnity of loss in lieu of the CertificatesShare Certificate as provided in Section 3.4(e)) or transferring the Book-Entry Units for cancellation and/or such other documents as may be required pursuant to such instructions to the Exchange Paying Agent in exchange for the Merger Consideration, cash in lieu of fractional units of TMLP Common Units, if any, to be issued or paid in consideration therefor and distributions, in each case, to which such holders are entitled pursuant to accordance with the terms of this Agreement. With respect to Book-Entry Units held through DTCsuch letter of transmittal, TMLP and WMLP shall cooperate to establish procedures with the Exchange Agent and DTC to ensure that the Exchange Agent will transmit to DTC or its nominees on the Closing Date (or if Closing occurs after 11:30 a.m. (New York Time) on the Closing Date, on the first Business Day after the Closing Date), upon surrender of Eligible Units or TexNew Mex Units, as applicable, held of record by DTC or its nominees duly executed in accordance with DTC’s customary the instructions thereto, and each registered holder of non-certificated Shares represented by book entry (“Uncertificated Shares”), shall be entitled to receive in exchange therefor the Per Share Merger Consideration payable in respect of such Shares (excluding, for the avoidance of doubt, Excluded Shares and Dissenting Shares). Any Share Certificates so surrendered shall forthwith be cancelled. No interest shall be paid or shall accrue on the cash payable upon the cancellation of any Shares or the surrender procedures, the Merger Consideration, TexNew Mex Unit Consideration, as applicable, cash in lieu or transfer of fractional units of TMLP Common Units, if any, to be issued or paid in consideration therefor and distributions, in each case, to which the beneficial owners thereof are entitled pursuant to the terms of this Agreementany Share Certificates.

Procedures for Surrender. (a) Promptly after the Effective Time (and in any event within four Business Days thereafter)Time, TMLP Community shall cause the Exchange Paying Agent to mail to each holder of record of Eligible Units a certificate or TexNew Mex Units, as applicable, that are certificates which immediately prior to the Effective Time represented outstanding Elmira Common Shares (the “Elmira Certificates”) or non-certificated Elmira Common Shares represented by book-entry (“Book-Entry Shares”) and whose Elmira Common Shares were converted pursuant to Section 2.1 into the right to receive the Merger Consideration (other than with respect to Elmira Restricted Shares and Elmira Stock Options) (i) Certificates or (ii) Book-Entry Units not held through The Depositary Trust Company (“DTC”) notice advising such holders a letter of the effectiveness of the Mergertransmittal, including (A) appropriate transmittal materials specifying which shall specify that delivery shall be effected, and risk of loss and title to the Elmira Certificates or such Book-Entry Units shall pass pass, only upon delivery of the Elmira Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.7thereof) or transfer of the Book-Entry Unit Shares to the Exchange Paying Agent (including customary provisions with respect to delivery of an “agent’s message” with respect to Book-Entry Units), such materials to and shall be in such form and have such other provisions as the TMLP Parties desire with approval of the WMLP Parties (such approval not to be unreasonably withheld, conditioned or delayed) (the “Letter of Transmittal”), Community may reasonably specify and (Bii) instructions for surrendering effecting the surrender of the Elmira Certificates (or affidavits of loss in lieu of the Certificatesthereof) or transferring the Book-Entry Units to the Exchange Agent Shares in exchange for payment of the Merger Consideration, cash as applicable, into which such Elmira Shares have been converted pursuant to Section 2.1. Upon surrender of a Elmira Certificate (or an affidavit of loss in lieu thereof) or Book-Entry Share for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Community, together with such letter of fractional units transmittal duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of TMLP such Elmira Certificate or Book-Entry Share shall be entitled to receive in exchange therefor, in the case of Elmira Common UnitsShares, if any, the applicable Merger Consideration pursuant to be issued the provisions of this Article 2 for each Elmira Common Share formerly represented by such Elmira Certificate or paid in consideration therefor and distributionsBook-Entry Share, in each case, to which be mailed (or made available for collection by hand if so elected by the surrendering holder) within five (5) Business Days following the Paying Agent’s receipt of such holders are entitled pursuant Elmira Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share, and the Elmira Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share so surrendered shall be cancelled. The Paying Agent shall accept such Elmira (or affidavits of loss in lieu thereof) or Book-Entry Shares upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Elmira Certificate is registered, it shall be a condition precedent of payment that (A) the Elmira Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and (B) the Person requesting such payment shall have paid any transfer and other similar Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Elmira Certificate surrendered or shall have established to the terms satisfaction of this AgreementCommunity that such Tax either has been paid or is not required to be paid. With Payment of the Merger Consideration with respect to Book-Entry Units held through DTCShares shall only be made to the Person in whose name such Book-Entry Shares are registered. Until surrendered as contemplated by this Section 2.2, TMLP each Elmira Certificate and WMLP Book-Entry Share shall cooperate to establish procedures with the Exchange Agent and DTC to ensure that the Exchange Agent will transmit to DTC or its nominees on the Closing Date (or if Closing occurs after 11:30 a.m. (New York Time) on the Closing Date, on the first Business Day be deemed at any time after the Closing Date), upon surrender of Eligible Units or TexNew Mex Units, as applicable, held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures, Effective Time to represent only the right to receive the Merger Consideration, TexNew Mex Unit Consideration, Consideration as applicable, cash in lieu of fractional units of TMLP Common Units, if any, to be issued or paid in consideration therefor and distributions, in each case, to which the beneficial owners thereof are entitled pursuant to the terms of contemplated by this AgreementArticle 2.

Procedures for Surrender. (a) Promptly after the Effective Time (and in any event within four Business Days thereafter)Time, TMLP Community shall cause the Exchange Agent to mail (and make available for collection by hand) to each holder of record of Eligible Units a certificate or TexNew Mex Units, as applicable, that are certificates which immediately prior to the Effective Time represented outstanding Steuben Common Shares (the “Steuben Certificates”) or non-certificated Steuben Common Shares represented by book-entry (“Book-Entry Shares”) and whose Steuben Common Shares were converted pursuant to Section 2.1 into the right to receive the Merger Consideration (i) Certificates or (ii) Book-Entry Units not held through The Depositary Trust Company (“DTC”) notice advising such holders a letter of the effectiveness of the Mergertransmittal, including (A) appropriate transmittal materials specifying which shall specify that delivery shall be effected, and risk of loss and title to the Steuben Certificates or such Book-Entry Units shall pass pass, only upon delivery of the Steuben Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.7thereof) or transfer of the Book-Entry Unit to the Exchange Agent (including customary provisions with respect to delivery of an “agent’s message” with respect to Book-Entry Units), such materials to and shall be in such form and have such other provisions as the TMLP Parties desire with approval of the WMLP Parties (such approval not to be unreasonably withheld, conditioned or delayed) (the “Letter of Transmittal”), Community may reasonably specify and (Bii) instructions for surrendering effecting the surrender of the Steuben Certificates (or affidavits of loss in lieu of the Certificatesthereof) or transferring the Book-Entry Units Shares in exchange for payment of the Merger Consideration into which such Steuben Common Shares have been converted pursuant to Section 2.1, including any amount payable in respect of Fractional Share Consideration in accordance with Section 2.6, and any dividends or other distributions on shares of Community Common Stock in accordance with Section 2.2(f). Upon surrender of a Steuben Certificate (or an affidavit of loss in lieu thereof) or Book-Entry Share for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Community, together with such letter of transmittal duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Steuben Certificate or Book-Entry Share shall be entitled to receive in exchange therefor the applicable Merger Consideration pursuant to the provisions of this Article 2, any Fractional Share Consideration that such holder has the right to receive pursuant to the provisions of Section 2.6, and any amounts that such holder has the right to receive in respect of dividends or other distributions on shares of Community Common Stock in accordance with Section 2.2(f) for the Merger Consideration, cash in lieu of fractional units of TMLP each Steuben Common Units, if anyShare formerly represented by such Steuben Certificate or Book-Entry Share, to be issued mailed (or made available for collection by hand if so elected by the surrendering holder) within five (5) Business Days following the Exchange Agent’s receipt of such Steuben Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share, and the Steuben Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share so surrendered shall be forthwith cancelled. The Exchange Agent shall accept such Steuben Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Steuben Certificate is registered, it shall be a condition precedent of payment that (A) the Steuben Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and (B) the Person requesting such payment shall have paid in consideration therefor any transfer and distributions, in each case, other similar Taxes required by reason of the payment of the Merger Consideration to which such holders are entitled pursuant a Person other than the registered holder of the Steuben Certificate surrendered or shall have established to the terms satisfaction of this AgreementCommunity that such Tax either has been paid or is not required to be paid. With Payment of the applicable Merger Consideration with respect to Book-Entry Units held through DTCShares shall only be made to the Person in whose name such Book-Entry Shares are registered. Until surrendered as contemplated by this Section 2.2, TMLP each Steuben Certificate and WMLP Book-Entry Share shall cooperate to establish procedures with the Exchange Agent and DTC to ensure that the Exchange Agent will transmit to DTC or its nominees on the Closing Date (or if Closing occurs after 11:30 a.m. (New York Time) on the Closing Date, on the first Business Day be deemed at any time after the Closing Date)Effective Time to represent only the right to receive the applicable Merger Consideration contemplated by this Article 2, upon surrender including any amount payable in respect of Eligible Units or TexNew Mex Units, as applicable, held of record by DTC or its nominees Fractional Share Consideration in accordance with DTC’s customary surrender proceduresSection 2.6, the Merger Considerationand any dividends or other distributions on shares of Community Common Stock in accordance with Section 2.2(f), TexNew Mex Unit Consideration, as applicable, cash in lieu of fractional units of TMLP Common Units, if any, to be issued or paid in consideration therefor and distributions, in each case, to which the beneficial owners thereof are entitled pursuant to the terms of this Agreementwithout interest thereon.

Procedures for Surrender. (a) Promptly As soon as reasonably practicable after the Effective Time (and in any event within four Business Days thereafter)Closing, TMLP ParentCo shall, or shall cause the Exchange Agent to to, mail to each holder of record of Eligible Units or TexNew Mex Units, as applicable, that are Surge Unitholder: (i) Certificates or a letter of transmittal for use in exchanging Surge Units (iiother than Surge Cancelled Units) Book-Entry Units not held through The Depositary Trust Company (“DTC”) notice advising for payment of such holders Surge Unitholder’s applicable portion of the effectiveness Surge Merger Consideration, which letter of transmittal shall specify that the Merger, including delivery of Surge Units (Aother than Surge Cancelled Units) appropriate transmittal materials specifying that delivery shall be effected, and risk of loss and title to the Certificates or such Book-Entry Units shall pass pass, only upon delivery of the Certificates (or affidavits such letter of loss in lieu of the Certificates, as provided in Section 4.7) or transfer of the Book-Entry Unit transmittal to the Exchange Agent (including customary provisions with respect to delivery of an “agent’s message” with respect to Book-Entry Units), such materials to be in such form and have or such other provisions agent as the TMLP Parties desire with approval of the WMLP Parties (such approval not to may be unreasonably withheld, conditioned or delayed) appointed by ParentCo (the “Letter of Transmittal”), and (Bii) instructions in customary form for surrendering effecting the Certificates (or affidavits of loss in lieu surrender of the CertificatesSurge Units (other than Surge Cancelled Units) or transferring in exchange for payment of such Surge Unitholder’s portion of the Book-Entry Surge Closing Merger Consideration. Upon (i) surrender of Surge Units (other than Surge Cancelled Units) for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentCo, (ii) delivery of a letter of transmittal, duly executed and in exchange for the Merger Considerationproper form, cash in lieu of fractional units of TMLP Common with respect to such Surge Units, (iii) delivery of a properly completed IRS Form W-9 or, if applicable, the appropriate IRS Form W-8 and any other documentation expressly required by its terms to be provided in connection with the Letter of Transmittal, and (iv) if applicable pursuant to Section 4.16, the execution and delivery to ParentCo of a Lock-Up Agreement, each Surge Unitholder shall be entitled to receive such Surge Unitholder’s portion of the Surge Closing Merger Consideration and percentage of the Escrow Amount released pursuant to Section 1.7(g) (if any) as is set forth in the Final Allocation Schedule, for each such Surge Unit held by them. Any Surge Units so surrendered will forthwith be cancelled. The Surge Closing Merger Consideration and Escrow Amount released pursuant to Section 1.7(g) (if any) paid upon the surrender for exchange of Surge Units pursuant to this Section 1.7(c) will be deemed to have been paid in full satisfaction of all rights pertaining to such Surge Units. If payment of the Surge Merger Consideration is to be issued made to a Person other than the Person in whose name any surrendered Surge Units is registered, it will be a condition precedent of payment that the Surge Units so surrendered will be properly endorsed or will be otherwise in proper form for transfer, and the Person requesting such payment will have paid in consideration therefor and distributions, in each case, to which such holders are entitled any transfer or similar Taxes required by reason of the payment of a Surge Unitholder’s portion of the Surge Closing Merger Consideration or percentage of the Escrow Amount released pursuant to Section 1.7(g) (if any) to a Person other than the terms registered holder of this Agreement. With respect the Surge Unit so surrendered or will have established to Book-Entry Units held through DTC, TMLP and WMLP shall cooperate to establish procedures with the satisfaction of the Exchange Agent and DTC to ensure that such Taxes either have been paid or are not payable. Any other transfer or similar Taxes incurred in connection with the Exchange Agent Mergers will transmit to DTC be paid by ParentCo; provided, however, that any such Taxes that are solely the obligation of the Surge Blockers or its nominees on their respective shareholders under applicable Law shall be paid by the Closing Date (respective Surge Blockers or if Closing occurs after 11:30 a.m. (New York Time) on the Closing Date, on the first Business Day after the Closing Date), upon surrender of Eligible Units or TexNew Mex Unitstheir shareholders, as applicable. Until surrendered as contemplated hereby, held each Surge Unit (other than Surge Cancelled Units) will be deemed at any time after the Combination Merger Effective Time to represent only the right to receive the portion of record by DTC or its nominees in accordance with DTC’s customary surrender procedures, the Surge Closing Merger Consideration, TexNew Mex Unit Consideration, as applicable, cash in lieu Consideration and percentage of fractional units of TMLP Common Units, the Escrow Amount released pursuant to Section 1.7(g) (if any, ) applicable to be issued or paid in consideration therefor and distributions, in each case, to which the beneficial owners thereof are entitled pursuant to the terms of this Agreementsuch Surge Unit.

Procedures for Surrender. (ai) Promptly after Immediately prior to the Effective Time (and in any event within four Business Days thereafter)Time, TMLP the Surviving Entity shall cause the Exchange Paying Agent to mail (and make available for collection by hand) to each Person who was, at the Effective Time, a registered holder of record Shares entitled to receive the Per Share Merger Consideration pursuant to Section 3.1(a) (excluding, for the avoidance of Eligible Units or TexNew Mex Unitsdoubt, as applicable, that are Excluded Shares and Dissenting Shares): (i) Certificates or a letter of transmittal (which shall be in customary form for a company incorporated in the Cayman Islands, and shall specify the manner in which the delivery of the Per Share Merger Consideration to registered holders of Shares (other than Excluded Shares and Dissenting Shares) shall be effected), and (ii) Book-Entry Units not held through The Depositary Trust Company instructions for use in effecting the surrender of any issued share certificates representing Shares (the “DTCShare Certificates”) notice advising such holders of the effectiveness of the Merger, including (A) appropriate transmittal materials specifying that delivery shall be effected, and risk of loss and title to the Certificates or such Book-Entry Units shall pass only upon delivery of the Certificates (or affidavits and indemnities of loss in lieu of the Certificates, Share Certificates as provided in Section 4.73.2(e)) or transfer and/or such other documents as may be required to receive the Per Share Merger Consideration. Each registered holder of the Book-Entry Unit Shares which are represented by a Share Certificate, subject to the Exchange Agent surrender of such Share Certificate (including customary provisions with respect to or delivery of an “agent’s message” with respect to Book-Entry Units), such materials to be in such form affidavit and have such other provisions as the TMLP Parties desire with approval of the WMLP Parties (such approval not to be unreasonably withheld, conditioned or delayed) (the “Letter of Transmittal”), and (B) instructions for surrendering the Certificates (or affidavits indemnity of loss in lieu of the CertificatesShare Certificate as provided in Section 3.2(e)) or transferring the Book-Entry Units for cancellation and/or such other documents as may be required pursuant to such instructions to the Exchange Paying Agent in exchange for the Merger Consideration, cash in lieu of fractional units of TMLP Common Units, if any, to be issued or paid in consideration therefor and distributions, in each case, to which such holders are entitled pursuant to accordance with the terms of this Agreement. With respect to Book-Entry Units held through DTCsuch letter of transmittal, TMLP and WMLP shall cooperate to establish procedures with the Exchange Agent and DTC to ensure that the Exchange Agent will transmit to DTC or its nominees on the Closing Date (or if Closing occurs after 11:30 a.m. (New York Time) on the Closing Date, on the first Business Day after the Closing Date), upon surrender of Eligible Units or TexNew Mex Units, as applicable, held of record by DTC or its nominees duly executed in accordance with DTC’s customary the instructions thereto, and each registered holder of non-certificated Shares represented by book entry (“Uncertificated Shares”), shall be entitled to receive in exchange therefor the Per Share Merger Consideration payable in respect of such Shares (excluding, for the avoidance of doubt, Excluded Shares and Dissenting Shares). Any Share Certificates so surrendered shall forthwith be cancelled. No interest shall be paid or shall accrue on the cash payable upon the cancellation of any Shares or the surrender procedures, the Merger Consideration, TexNew Mex Unit Consideration, as applicable, cash in lieu or transfer of fractional units of TMLP Common Units, if any, to be issued or paid in consideration therefor and distributions, in each case, to which the beneficial owners thereof are entitled any Share Certificates pursuant to the terms of this AgreementArticle III.

Procedures for Surrender. (a) Promptly after the Effective Time (and in any event within four five Business Days thereafter), TMLP the Surviving Corporation shall cause the Exchange Agent to mail to each holder of record of Eligible Units or TexNew Mex Units, as applicable, Shares that are (ia) Certificates or (iib) Book-Entry Units Shares not held through The Depositary Trust Company (“DTC”) notice advising such holders of the effectiveness of the Merger, including (Ai) appropriate transmittal materials specifying that delivery shall be effected, and risk of loss and title to the Certificates or such Book-Book- Entry Units Shares shall pass only upon delivery of the Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.73.7) or transfer of the Book-Entry Unit Shares to the Exchange Agent (including customary provisions with respect to delivery of an “agent’s message” with respect to Book-Entry UnitsShares), such materials to be in such form and have such other provisions as the TMLP Parties desire Parent desires with prior approval of the WMLP Parties Company (such approval not to be unreasonably withheld, conditioned or delayed) (the “Letter of Transmittal”), and (Bii) instructions for surrendering the Certificates (or affidavits of loss in lieu of the Certificates) or transferring the Book-Entry Units Shares to the Exchange Agent in exchange for the Merger Consideration, cash in lieu of fractional units shares of TMLP Parent Common UnitsStock, if any, to be issued or paid in consideration therefor and dividends or distributions, in each case, to which such holders are entitled pursuant to the terms of this Agreement. With respect to Book-Entry Units Shares held through held through DTC, TMLP Parent and WMLP the Company shall cooperate to establish procedures with the Exchange Agent and DTC to ensure that the Exchange Agent will transmit to DTC or its nominees on the Closing Date (or if Closing occurs after 11:30 a.m. (New York Time) on the Closing Date, on the first Business Day after the Closing Date), upon surrender of Eligible Units or TexNew Mex Units, as applicable, Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures, the Merger Consideration, TexNew Mex Unit Consideration, as applicable, cash in lieu of fractional units shares of TMLP Parent Common UnitsStock, if any, to be issued or paid in consideration therefor and dividends or distributions, in each case, to which the beneficial owners thereof are entitled pursuant to the terms of this Agreement.

Procedures for Surrender. (a) Promptly after the Merger Effective Time Time, but in no event more than five (5) business days following the Merger Effective Time, Tecogen shall, and in any event within four Business Days thereafter)shall cause the Surviving Entity to, TMLP shall cause the Exchange Agent to mail (and make available for collection by hand) to each holder of record of Eligible Units a certificate or TexNew Mex Unitscertificates which immediately prior to the Merger Effective Time represented outstanding ADGE Shares (the “Certificates”), or uncertificated ADGE Shares (“Book-Entry Shares”), and in each case whose ADGE Shares were exchanged pursuant to Section 2.1 for the right to receive shares of Tecogen Common Stock as applicableMerger Consideration, that are (i) Certificates or (ii) Book-Entry Units not held through The Depositary Trust Company (“DTC”) notice advising such holders a letter of the effectiveness of the Mergertransmittal, including (A) appropriate transmittal materials specifying which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or such Book-Entry Units shall pass pass, only upon delivery of the such Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.7thereof) or transfer of the Book-Entry Unit to the Exchange Agent (including customary provisions with respect to delivery of an “agent’s message” with respect to Book-Entry Units), such materials to and shall be in such form and have such other provisions as Tecogen may reasonably specify, including provisions releasing and indemnifying the TMLP Parties desire with approval Surviving Entity and ADGE’s officers and directors from any liabilities related to the conduct of ADGE’s business prior to the WMLP Parties (such approval not to be unreasonably withheld, conditioned or delayed) Merger Effective Time (the “Letter of Transmittal”), and (Bii) instructions for surrendering effecting the surrender of the Certificates (or affidavits of loss in lieu of the Certificatesthereof) or transferring the Book-Entry Units Shares in exchange for payment of shares of Tecogen Common Stock for which such ADGE Shares are to be exchanged, including, any amount payable in respect of the Fractional Share Consideration in accordance with Section 2.6. Upon surrender of a Certificate (or an affidavit of loss in lieu thereof) or Book-Entry Share for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Tecogen, together with such Letter of Transmittal duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificate or Book-Entry Share shall be entitled to receive in exchange therefor (A) the shares of Tecogen Common Stock for each share of ADGE Common Stock formerly represented by such Certificate or Book-Entry Share pursuant to the Merger Consideration, cash in lieu provisions of fractional units this Article II (rounded down to the nearest whole share) and (B) a check or wire transfer representing any Fractional Share Consideration that such holder of TMLP Common Unitsa Certificate or Book-Entry Share has the right to receive pursuant to the provisions of Section 2.6. The amount due pursuant to clause (B), if any, shall be mailed to such holder (or made available for collection by hand if so elected by the surrendering holder) within five (5) business days following the later to occur of the Merger Effective Time or the Exchange Agent’s receipt of such Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share, and the Certificate or Book-Entry Share so surrendered shall be forthwith cancelled. The Exchange Agent shall accept such Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. If payment of the Merger Consideration is to be issued made to a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition precedent of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer, and the Person requesting such payment shall have paid in consideration therefor any transfer and distributions, in each case, other similar Taxes required by reason of the payment of the Merger Consideration to which such holders are entitled pursuant a Person other than the registered holder of the Certificate surrendered or shall have established to the terms satisfaction of this Agreementthe Surviving Entity that such Tax either has been paid or is not required to be paid. With Payment of the applicable Merger Consideration with respect to Book-Entry Units held through DTCShares shall only be made to the Person in whose name such Book-Entry Shares are registered. Until surrendered as contemplated by this Section 2.2, TMLP each Certificate and WMLP Book-Entry Share shall cooperate to establish procedures with the Exchange Agent and DTC to ensure that the Exchange Agent will transmit to DTC or its nominees on the Closing Date (or if Closing occurs after 11:30 a.m. (New York Time) on the Closing Date, on the first Business Day at any time after the Closing Date)Merger Effective Time represent only the right to receive the applicable Merger Consideration as contemplated by this Article II, upon surrender including any amount payable in respect of Eligible Units or TexNew Mex Units, as applicable, held of record by DTC or its nominees the Fractional Share Consideration in accordance with DTC’s customary surrender procedures, the Merger Consideration, TexNew Mex Unit Consideration, as applicable, cash in lieu Section 2.6. Shares of fractional units of TMLP Tecogen Common Units, if any, to be issued or paid in consideration therefor and distributions, in each case, to which the beneficial owners thereof are entitled Stock deliverable pursuant to the terms this Section 2.2(b) in exchange for shares of this AgreementADGE Common Stock shall be in uncertificated book-entry form.

Procedures for Surrender. Promptly (abut not more than five (5) Promptly Business Days) after the Effective Time (and in any event within four Business Days thereafter)Time, TMLP SBC shall cause the Exchange Agent to mail (and make available for collection by hand) to each holder of record of Eligible Units a certificate or TexNew Mex Units, as applicable, that are certificates which immediately prior to the Effective Time represented outstanding Holdings Shares (the “Holdings Certificates”) or non-certificated Holdings Shares represented by book-entry (“Book-Entry Shares”) and whose Holdings Shares were converted pursuant to Section 2.1 into the right to receive the Merger Consideration and who has not theretofore submitted its Holdings Certificates or Book-Entry Shares with an Election Form (i) Certificates or (ii) Book-Entry Units not held through The Depositary Trust Company (“DTC”) notice advising such holders a letter of the effectiveness of the Mergertransmittal, including (A) appropriate transmittal materials specifying which shall specify that delivery shall be effected, and risk of loss and title to the Holdings Certificates or such Book-Entry Units shall pass pass, only upon delivery of the Holdings Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.7thereof) or transfer of the Book-Entry Unit to the Exchange Agent (including customary provisions with respect to delivery of an “agent’s message” with respect to Book-Entry Units), such materials to and shall be in such form and have such other provisions as the TMLP Parties desire with approval of the WMLP Parties (such approval not to be unreasonably withheld, conditioned or delayed) (the “Letter of Transmittal”), SBC may reasonably specify and (Bii) instructions for surrendering effecting the surrender of the Holdings Certificates (or affidavits of loss in lieu of the Certificatesthereof) or transferring the Book-Entry Units Shares in exchange for payment of the Merger Consideration into which such Holdings Shares have been converted pursuant to Section 2.1, including any amount payable in respect of Fractional Share Consideration in accordance with Section 2.7, and any dividends or other distributions on shares of SBC Common Stock in accordance with Section 2.3(f). Upon surrender of a Holdings Certificate (or an affidavit of loss in lieu thereof) or Book-Entry Share for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by SBC, together with such letter of transmittal or Election Form duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Holdings Certificate or Book-Entry Share shall be entitled to receive in exchange therefor the applicable Merger Consideration pursuant to the provisions of this Article 2, any Fractional Share Consideration that such holder has the right to receive pursuant to the provisions of Section 2.7, and any amounts that such holder has the right to receive in respect of dividends or other distributions on shares of SBC Common Stock in accordance with Section 2.3(f) for the Merger Consideration, cash in lieu of fractional units of TMLP Common Units, if anyeach Holdings Share formerly represented by such Holdings Certificate or Book-Entry Share, to be issued mailed (or paid in consideration therefor and distributions, in each case, made available for collection by hand if so elected by the surrendering holder) within five (5) Business Days following the later to which such holders are entitled pursuant occur of (x) the completion of the prorations to the Merger Consideration as described in Section 2.2(c) and (y) the Exchange Agent’s receipt of such Holdings Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share, and the Holdings Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share so surrendered shall be forthwith cancelled. The Exchange Agent shall accept such Holdings Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. If payment of this Agreementthe Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Holdings Certificate is registered, it shall be a condition precedent of payment that (A) the Holdings Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and (B) the Person requesting such payment shall have paid any transfer and other similar Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Holdings Certificate surrendered or shall have established to the satisfaction of SBC that such Tax either has been paid or is not required to be paid. With Payment of the applicable Merger Consideration with respect to Book-Entry Units held through DTCShares shall only be made to the Person in whose name such Book-Entry Shares are registered. Until surrendered as contemplated by this Section 2.3, TMLP each Holdings Certificate and WMLP Book-Entry Share shall cooperate to establish procedures with the Exchange Agent and DTC to ensure that the Exchange Agent will transmit to DTC or its nominees on the Closing Date (or if Closing occurs after 11:30 a.m. (New York Time) on the Closing Date, on the first Business Day be deemed at any time after the Closing Date)Effective Time to represent only the right to receive the applicable Merger Consideration as contemplated by this Article 2, upon surrender including any amount payable in respect of Eligible Units or TexNew Mex Units, as applicable, held of record by DTC or its nominees Fractional Share Consideration in accordance with DTC’s customary surrender proceduresSection 2.7, the Merger Considerationand any dividends or other distributions on shares of SBC Common Stock in accordance with Section 2.3(f), TexNew Mex Unit Consideration, as applicable, cash in lieu of fractional units of TMLP Common Units, if any, to be issued or paid in consideration therefor and distributions, in each case, to which the beneficial owners thereof are entitled pursuant to the terms of this Agreementwithout interest thereon.

Procedures for Surrender. (a) Promptly after Prior to the Effective Time (and in any event within four Business Days thereafter)Time, TMLP Parent shall cause the Exchange Agent to mail to each record holder of record Company Common Stock entitled to receive the applicable Per Share Merger Consideration pursuant to Section 2.1 a letter of Eligible Units or TexNew Mex Unitstransmittal (the “Letter of Transmittal”), as applicable, that are which shall be in a form reasonably acceptable to Parent and the Company and shall specify (i) Certificates or that, with respect to shares of Company Common Stock evidenced by certificates (ii) Book-Entry Units not held through The Depositary Trust Company (the “DTCCertificates”) notice advising such holders of the effectiveness of the Merger), including (A) appropriate transmittal materials specifying that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Letter of Transmittal to the Exchange Agent, and (ii) instructions for use in effecting the surrender of the Certificates or such non-certificated shares of Company Common Stock represented by book-entry (“Book-Entry Units shall pass only upon delivery Shares”) in exchange for the applicable Per Share Merger Consideration payable in respect of the shares of Company Common Stock evidenced by such Certificates or Book-Entry Shares, as applicable, pursuant to the Letter of Transmittal. Within two (2) Business Days (but in no event prior to the Effective Time) after the surrender of Certificates, if any (or affidavits of loss in lieu of the Certificatesthereof in accordance with Section 2.2(i)), as provided in Section 4.7) or transfer of the Book-Entry Unit for cancellation to the Exchange Agent (including customary provisions and delivery of a Letter of Transmittal with respect to delivery of an “agent’s message” with respect to all Certificates or Book-Entry Units)Shares held by such holder for cancellation, such materials to be duly completed and validly executed in such form accordance with the instructions thereto, and have such other provisions documents as the TMLP Parties desire with approval of the WMLP Parties (may be required pursuant to such approval not to be unreasonably withheld, conditioned or delayed) instructions (the “Letter of TransmittalTransmittal Documents”), the holder of such shares of Company Common Stock shall be entitled to receive in exchange therefor and (B) instructions for surrendering Parent shall cause the Exchange Agent to deliver, the applicable Per Share Merger Consideration in accordance with the provisions of Section 2.1 and as set forth in the Allocation Statement, and the Certificates (or affidavits of loss in lieu of the Certificates) or transferring the and Book-Entry Units to the Exchange Agent in exchange for the Merger ConsiderationShares so surrendered shall forthwith be cancelled. Until surrendered as contemplated by this Section 2.2(b), cash in lieu of fractional units of TMLP Common Units, if any, to be issued or paid in consideration therefor each Certificate and distributions, in each case, to which such holders are entitled pursuant to the terms of this Agreement. With respect to Book-Entry Units held through DTC, TMLP and WMLP shall cooperate Share entitled to establish procedures with receive the Exchange Agent and DTC to ensure that the Exchange Agent will transmit to DTC or its nominees on the Closing Date (or if Closing occurs after 11:30 a.m. (New York Time) on the Closing Date, on the first Business Day after the Closing Date), upon surrender of Eligible Units or TexNew Mex Units, as applicable, held of record by DTC or its nominees applicable Per Share Merger Consideration in accordance with DTC’s customary Section 2.1 shall be deemed at all times after the Effective Time to represent only the right to receive upon such surrender procedures, the applicable Per Share Merger Consideration, TexNew Mex Unit Consideration, as applicable, cash Consideration that such holder is entitled to receive in lieu accordance with the provisions of fractional units of TMLP Common Units, if any, to be issued or paid in consideration therefor and distributions, in each case, to which the beneficial owners thereof are entitled pursuant to the terms of this AgreementSection 2.1.

Procedures for Surrender. (a) Promptly As promptly as practicable after the Effective Time Time, but in no event later than five (and in any event within four 5) Business Days thereafter), TMLP the Surviving Corporation shall cause the Exchange Paying Agent to mail to each holder of record of Eligible Units a certificate or TexNew Mex Unitscertificates that immediately prior to the Effective Time represented Shares (the “Certificates”) or non-certificated Shares represented by book-entry (“Book-Entry Shares”), as applicablein each case, that are which Shares were converted into the right to receive the Merger Consideration at the Effective Time pursuant to this Agreement: (i) Certificates or (ii) Book-Entry Units not held through The Depositary Trust Company (“DTC”) notice advising such holders a letter of the effectiveness of the Mergertransmittal in customary form, including (A) appropriate transmittal materials specifying which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or such Book-Entry Units Shares shall pass pass, only upon delivery of the Certificates to the Paying Agent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the letter of transmittal, and (ii) instructions for effecting the surrender of the Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.7thereof) or transfer of the Book-Entry Unit Shares in exchange for payment of the Merger Consideration pursuant to Section 2.1(a). As promptly as practicable (but in no event later than five (5) Business Days thereafter), upon (A) surrender of Certificates for cancellation to the Exchange Paying Agent or such other agent or agents as Table of Contents may be appointed by the Purchaser and delivery of a letter of transmittal, duly completed and validly executed in accordance with the instructions thereto or (including customary provisions with respect to delivery B) receipt of an “agent’s message” with respect to Book-Entry Units), such materials to be in such form and have by the Paying Agent (or such other provisions as the TMLP Parties desire with approval of the WMLP Parties (such approval not to be unreasonably withheld, conditioned or delayed) (the “Letter of Transmittal”), and (B) instructions for surrendering the Certificates (or affidavits of loss in lieu of the Certificates) or transferring the Book-Entry Units to the Exchange Agent in exchange for the Merger Consideration, cash in lieu of fractional units of TMLP Common Unitsevidence, if any, to be issued or paid of transfer as the Paying Agent may reasonably request) and delivery of a letter of transmittal, duly completed and validly executed in consideration therefor and distributions, in each case, to which such holders are entitled pursuant to the terms of this Agreement. With respect to Book-Entry Units held through DTC, TMLP and WMLP shall cooperate to establish procedures accordance with the Exchange Agent and DTC to ensure that the Exchange Agent will transmit to DTC or its nominees on the Closing Date (or if Closing occurs after 11:30 a.m. (New York Time) on the Closing Date, on the first Business Day after the Closing Date), upon surrender of Eligible Units or TexNew Mex Unitsinstructions thereto, as applicable, held the holders of record such Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor an amount in cash equal to the product obtained by DTC multiplying (y) the aggregate number of Shares represented by such holder’s transferred Certificates or its nominees Book-Entry Shares that were converted into the right to receive the Merger Consideration pursuant to Section 2.1(a), by (z) the Merger Consideration (less any applicable withholding Tax pursuant to Section 2.2(f)), and the Certificates or transferred Book-Entry Shares so surrendered shall forthwith be cancelled. The Paying Agent shall accept such Certificates and transferred Book-Entry Shares upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with DTC’s customary surrender procedures, normal exchange practices. No interest shall be paid or accrued for the benefit of holders of the Certificates and Book-Entry Shares on the Merger ConsiderationConsideration payable upon the surrender of such Certificates and Book-Entry Shares. Until surrendered as contemplated hereby, TexNew Mex Unit Considerationand subject to Section 2.3, as applicable, cash each Certificate or Book-Entry Share shall be deemed from and after the Effective Time to represent only the right to receive the Merger Consideration payable therefor upon surrender thereof in lieu of fractional units of TMLP Common Units, if any, to be issued or paid in consideration therefor and distributions, in each case, to which accordance with the beneficial owners thereof are entitled pursuant to the terms provisions of this AgreementArticle II.

Procedures for Surrender. (a) Promptly As promptly as reasonably practicable after the Company Merger Effective Time (and in any event within four Business Days thereafter)Time, TMLP the Holdco Merger Surviving Company shall cause the Exchange Agent to mail to each holder of record of Eligible Units a Company Certificate or TexNew Mex UnitsCompany Book-Entry Share, as applicable, that are in each case whose Company Shares were converted into the right to receive the Company Merger Consideration at the Company Merger Effective Time pursuant to this Agreement: (i) Certificates or (ii) Book-Entry Units not held through The Depositary Trust Company (“DTC”) notice advising such holders a letter of the effectiveness of the Mergertransmittal, including (A) appropriate transmittal materials specifying which shall specify that delivery shall be effected, and risk of loss and title to the Company Certificates or such Book-Entry Units shall pass pass, only upon delivery of the such Company Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.7thereof) or transfer of the Book-Entry Unit to the Exchange Agent (including customary provisions with respect to delivery of an “agent’s message” with respect to Book-Entry Units)Agent, such materials to and shall otherwise be in such form and have such other provisions as the TMLP Parties desire Holdco Merger Surviving Company may reasonably specify after consultation with approval of the WMLP Parties (such approval not to be unreasonably withheld, conditioned or delayed) (the “Letter of Transmittal”), Company; and (Bii) instructions for surrendering effecting the surrender of the Company Certificates or Company Book-Entry Shares in exchange for payment of the Company Merger Consideration. Upon surrender of Company Certificates (or affidavits of loss in lieu thereof) for cancellation to the Exchange Agent, and upon delivery of the Certificates) a letter of transmittal, duly executed and in proper form, with respect to such Company Certificates or transferring the Company Book-Entry Units Shares, the record holder of such Company Certificates or Company Book-Entry Shares shall be entitled to receive in exchange therefor the Company Merger Consideration into which the Company Shares formerly represented by such Company Certificates or such Company Book-Entry Shares were converted pursuant to Article II, and the Company Certificates so surrendered shall forthwith be cancelled. The Exchange Agent shall accept such Company Certificates (or affidavits of loss in lieu thereof) or Company Book-Entry Shares upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, payment of the Company Merger Consideration may be made to a person other than the person in whose name the Company Certificate so surrendered is registered, if such Company Certificate shall be properly endorsed or shall otherwise be in proper form for transfer and the person requesting such payment shall pay to the Exchange Agent in exchange for any transfer and other similar Taxes required by reason of the payment of the Company Merger Consideration, cash in lieu of fractional units of TMLP Common Units, if any, to be issued or paid in consideration therefor and distributions, in each case, to which such holders are entitled pursuant to the terms of this Agreement. With respect to Book-Entry Units held through DTC, TMLP and WMLP shall cooperate to establish procedures with the Exchange Agent and DTC to ensure that the Exchange Agent will transmit to DTC or its nominees on the Closing Date (or if Closing occurs after 11:30 a.m. (New York Time) on the Closing Date, on the first Business Day after the Closing Date), upon surrender of Eligible Units or TexNew Mex Units, as applicable, held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures, the Merger Consideration, TexNew Mex Unit Consideration, as applicable, cash in lieu to a person other than the registered holder of fractional units the Company Certificate so surrendered or shall establish to the satisfaction of TMLP Common Units, if any, the Holdco Merger Surviving Company that such Taxes either have been paid or are not required to be issued or paid in consideration therefor and distributions, in each case, paid. Payment of the Company Merger Consideration with respect to which the beneficial owners thereof are entitled pursuant Company Book-Entry Shares shall only be made to the terms person in whose name such Company Book-Entry Shares are registered. No interest shall be paid or accrue on any cash payable upon surrender of this Agreementany Company Certificate or Company Book-Entry Share.

Procedures for Surrender. (a) Promptly after the Effective Time (and in any event within four Business Days thereafter)Time, TMLP Parent shall cause the Exchange Agent to mail (and make available for collection by hand) to each holder of record of Eligible Units a certificate or TexNew Mex Unitscertificates which immediately prior to the Effective Time represented outstanding Company Shares or Company Preferred Shares, as applicable (the “Certificates”), or non­certificated Company Shares or Company Preferred Shares, as applicable, that are represented by book­entry (“Book­Entry Shares”) and whose Certificates and Book-Entry Shares, as applicable, were converted pursuant to Section 3.1 into the right to receive the applicable Merger Consideration (i) Certificates or (ii) Book-Entry Units not held through The Depositary Trust Company (“DTC”) notice advising such holders a letter of the effectiveness of the Mergertransmittal, including (A) appropriate transmittal materials specifying which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or such Book-Entry Units shall pass pass, only upon delivery of the Certificates (or affidavits of loss in lieu of the Certificatesthereof and, as provided in Section 4.7if required by Parent, an indemnity bond) or transfer of the Book-Entry Unit to the Exchange Agent (including customary provisions with respect to delivery of an “agent’s message” with respect to Book-Entry Units), such materials to and shall be in such form and have such other provisions as Parent may reasonably specify (it being understood that the TMLP Parties desire with approval forms of the WMLP Parties (such approval not Letter of Transmittal to be unreasonably withheld, conditioned or delayedmailed to the holders of Company Common Stock and Company Preferred Stock may vary in certain respects due to differences in the respective securities) (the “Letter of Transmittal”), and (Bii) instructions for surrendering effecting the surrender of the Certificates (or affidavits of loss in lieu thereof and, if required by Parent, an indemnity bond) or Book­Entry Shares in exchange for payment of the Certificatesapplicable Merger Consideration into which such Company Shares or Company Preferred Shares, as applicable, have been converted pursuant to Section 3.1, including any amount payable in respect of Fractional Share Consideration in accordance with Section 3.6, and any dividends or other distributions on shares of Parent Common Stock in accordance with Section 3.2(f). Upon surrender of a Certificate (or an affidavit of loss in lieu thereof and, if required by Parent, an indemnity bond) or transferring the Book-Entry Units Book­Entry Share for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent or the Surviving Corporation, together with such letter of transmittal duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificate or Book­Entry Share shall be entitled to receive in exchange therefor the applicable Merger Consideration pursuant to the provisions of this Article III, any Fractional Share Consideration that such holder has the right to receive pursuant to the provisions of Section 3.6, and any amounts that such holder has the right to receive in respect of dividends or other distributions on shares of Parent Common Stock in accordance with Section 3.2(f) for the Merger Consideration, cash in lieu of fractional units of TMLP Common Units, if anyeach Company Share formerly represented by such Certificate or Book­Entry Share, to be issued mailed (or made available for collection by hand if so elected by the surrendering holder) within five (5) business days following the later to occur of (x) the Election Deadline and the determination of proration pursuant to Section 3.1(e) or (y) the Exchange Agent’s receipt of such Certificate (or affidavit of loss in lieu thereof and, if required by Parent, an indemnity bond) or Book­Entry Share, and the Certificate (or affidavit of loss in lieu thereof and, if required by Parent, an indemnity bond) or Book­Entry Share so surrendered shall be forthwith cancelled. The Exchange Agent shall accept such Certificates (or affidavits of loss in lieu thereof and, if required by Parent, an indemnity bond) or Book­Entry Shares upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. Notwithstanding anything herein to the contrary, at Parent’s election, Parent may instruct the Exchange Agent to automatically convert Book-Entry Shares into the applicable Merger Consideration without any required action on the part of the holders of such Book-Entry Shares. If payment of the applicable Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition precedent of payment that (A) the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and (B) the Person requesting such payment shall have paid any transfer and other similar Taxes required by reason of the payment of the applicable Merger Consideration to a Person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of Parent that such Tax either has been paid or is not required to be paid. Payment of the applicable Merger Consideration with respect to Book­Entry Shares shall only be made to the Person in consideration therefor whose name such Book­Entry Shares are registered. Until surrendered as contemplated by this Section 3.2, each Certificate and distributionsBook­Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive the applicable Merger Consideration as contemplated by this Article III, including any amount payable in respect of Fractional Share Consideration in accordance with Section 3.6, and any dividends or other distributions on shares of Parent Common Stock in accordance with Section 3.2(f), in each case, to which such holders are entitled pursuant to the terms of this Agreement. With respect to Book-Entry Units held through DTC, TMLP and WMLP shall cooperate to establish procedures with the Exchange Agent and DTC to ensure that the Exchange Agent will transmit to DTC or its nominees on the Closing Date (or if Closing occurs after 11:30 a.m. (New York Time) on the Closing Date, on the first Business Day after the Closing Date), upon surrender of Eligible Units or TexNew Mex Units, as applicable, held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures, the Merger Consideration, TexNew Mex Unit Consideration, as applicable, cash in lieu of fractional units of TMLP Common Units, if any, to be issued or paid in consideration therefor and distributions, in each case, to which the beneficial owners thereof are entitled pursuant to the terms of this Agreementcase without interest thereon.

Procedures for Surrender. (a) Promptly after the Effective Time (and in any event within four Business Days thereafter)Time, TMLP HoldCo shall cause the Exchange Agent to mail to (i) each holder of record of Eligible Units a certificate or TexNew Mex Unitscertificates which immediately prior to the Avian Merger Effective Time represented outstanding shares of Parent Capital Stock (the “Certificates”), as applicableand which shares of Parent Capital Stock were converted pursuant to Section 2.1(a) into shares of HoldCo Capital Stock, that are (i) Certificates or (ii) Book-Entry Units not held through The Depositary Trust Company (“DTC”) notice advising such holders a letter of the effectiveness of the Mergertransmittal, including (A) appropriate transmittal materials specifying which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or such Book-Entry Units shall pass pass, only upon delivery of the Certificates (or affidavits of loss in lieu of the Certificatesthereof and, as provided in Section 4.7if required by HoldCo, a customary indemnity bond) or transfer of the Book-Entry Unit to the Exchange Agent (including customary provisions with respect to delivery of an “agent’s message” with respect to Book-Entry Units), such materials to HoldCo and shall be in such form and have such other provisions as HoldCo may reasonably specify and (ii) each holder of a Certificate, each holder of a book-entry unit which immediately prior to the TMLP Parties desire with approval of the WMLP Parties (such approval not to be unreasonably withheld, conditioned or delayed) Effective Time represented outstanding Company Units (the “Letter Company Book-Entry Units”) and, if a Revised Structure Notice has not been given, each holder of Transmittala book-entry share which immediately prior to the Effective Time represented outstanding SVF Blocker Common Stock (the “SVF Blocker Book-Entry Shares”), and (B) instructions for surrendering effecting the surrender of the Certificates (or affidavits of loss in lieu of the Certificates) or transferring the thereof and, if required by HoldCo, an indemnity bond), Company Book-Entry Units to the Exchange Agent and, if applicable, SVF Blocker Common Stock in exchange for payment of the Merger Considerationshares of HoldCo Capital Stock into which such shares of Parent Capital Stock, cash Company Units or SVF Blocker Book-Entry Shares, as applicable, have been converted pursuant to Section 2.1(a), Section 2.1(b) or Section 2.1(c), as applicable, including any dividends or other distributions on shares of HoldCo Capital Stock in accordance with Section 2.2(f). Upon surrender of a Certificate (or an affidavit of loss in lieu of fractional units of TMLP Common Unitsthereof and, if anyrequired by HoldCo, an indemnity bond) for cancellation to be issued or paid HoldCo, together with such letter of transmittal duly completed and validly executed in consideration therefor and distributionsaccordance with the instructions thereto, or, in each case, to the case of a book-entry share which such holders are entitled pursuant immediately prior to the terms Avian Merger Effective Time represented outstanding shares of this Agreement. With respect to Parent Capital Stock (the “Parent Book-Entry Shares” and, together with the Company Book-Entry Units held through DTCand, TMLP if applicable, the SVF Blocker Book-Entry Shares, the “Book-Entry Shares”), Company Book-Entry Units and WMLP shall cooperate SVF Blocker Book-Entry Shares, in each case which shares of Parent Capital Stock, Company Units or shares of SVF Blocker Common Stock, as applicable, were converted pursuant to establish procedures with Section 2.1(a), Section 2.1(b) or Section 2.1(c), as applicable, into the Exchange Agent and DTC right to ensure that the Exchange Agent will transmit to DTC or its nominees on the Closing Date (or if Closing occurs after 11:30 a.m. (New York Time) on the Closing Date, on the first Business Day after the Closing Date)receive shares of HoldCo Capital Stock, upon surrender of Eligible Units such Book-Entry Share, and in each case upon delivery of such other documents as may reasonably be required by HoldCo, the holder of such Certificate or TexNew Mex UnitsBook-Entry Share shall be entitled to receive in exchange therefor (A) that number of whole shares of HoldCo Capital Stock (which shall be in the form of HoldCo Carta Certificates) to which such holder has the right to receive pursuant to Section 2.1(a), Section 2.1(b) or Section 2.1(c), as applicable, held and (B) any amounts that such holder has the right to receive in respect of record by DTC dividends or its nominees other distributions on shares of HoldCo Capital Stock in accordance with DTC’s customary surrender proceduresSection 2.2(f), and the Merger Consideration, TexNew Mex Unit Consideration, as applicable, cash Certificate (or affidavit of loss in lieu of fractional units of TMLP Common Unitsthereof and, if anyrequired by HoldCo, an indemnity bond) or Book-Entry Share so surrendered shall be forthwith cancelled. If any payment in respect of a surrendered Certificate or Book-Entry Share is to be issued made to a Person other than the Person in whose name the surrendered Certificate or Book-Entry Share is registered, it shall be a condition precedent of payment that (x) the Certificate or Book-Entry Share so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and (y) the Person requesting such payment shall have paid in consideration therefor any transfer and distributions, in each case, other similar Taxes required by reason of the payment being made to which a Person other than the beneficial owners thereof are entitled pursuant registered holder of such Certificate or Book-Entry Share or shall have established to the terms reasonable satisfaction of this AgreementHoldCo that such Tax is not required to be paid.

Procedures for Surrender. (a) Promptly after the First Effective Time (Time, Parent shall, and in any event within four Business Days thereafter)shall cause the Surviving Company to, TMLP shall cause the Exchange Agent to mail (and make available for collection by hand) to each holder of record of Eligible Units a certificate or TexNew Mex Units, as applicable, that are certificates which immediately prior to the First Effective Time represented outstanding Company Shares (the “Certificates”) or non-certificated Company Shares represented by book-entry (“Book-Entry Shares”) and whose Company Shares were converted pursuant to Section 3.1 into the right to receive the Merger Consideration (i) Certificates or (ii) Book-Entry Units not held through The Depositary Trust Company (“DTC”) notice advising such holders a letter of the effectiveness of the Mergertransmittal, including (A) appropriate transmittal materials specifying which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or such Book-Entry Units shall pass pass, only upon delivery of the Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.7thereof) or transfer of the Book-Entry Unit to the Exchange Agent (including customary provisions with respect to delivery of an “agent’s message” with respect to Book-Entry Units), such materials to and shall be in such form and have such other provisions as the TMLP Parties desire with approval of the WMLP Parties (such approval not to be unreasonably withheld, conditioned or delayed) (the “Letter of Transmittal”), Parent may reasonably specify and (Bii) instructions for surrendering effecting the surrender of the Certificates (or affidavits of loss in lieu of the Certificatesthereof) or transferring the Book-Entry Units Shares in exchange for payment of the Merger Consideration into which such Company Shares have been converted pursuant to Section 3.1, including any amount payable in respect of Fractional Share Consideration in accordance with Section 3.6, and any dividends or other distributions on shares of Parent Common Stock in accordance with Section 3.2(f). Upon surrender of a Certificate (or an affidavit of loss in lieu thereof) or Book-Entry Share for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent or the Surviving Company, together with such letter of transmittal duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificate or Book-Entry Share shall be entitled to receive in exchange therefor the applicable Merger Consideration pursuant to the provisions of this Article III, any Fractional Share Consideration that Table of Contents such holder has the right to receive pursuant to the provisions of Section 3.6, and any amounts that such holder has the right to receive in respect of dividends or other distributions on shares of Parent Common Stock in accordance with Section 3.2(f) for the Merger Consideration, cash in lieu of fractional units of TMLP Common Units, if anyeach Company Share formerly represented by such Certificate or Book-Entry Share, to be issued mailed (or paid in consideration therefor made available for collection by hand if so elected by the surrendering holder) within five (5) business days following the later to occur of (x) the Election Deadline and distributions, in each case, to which such holders are entitled the determination of pro ration pursuant to Section 3.1(e) or (y) the Exchange Agent’s receipt of such Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share, and the Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share so surrendered shall be forthwith cancelled. The Exchange Agent shall accept such Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. If payment of this Agreementthe Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition precedent of payment that (A) the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and (B) the Person requesting such payment shall have paid any transfer and other similar Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Company that such Tax either has been paid or is not required to be paid. With Payment of the applicable Merger Consideration with respect to Book-Entry Units held through DTCShares shall only be made to the Person in whose name such Book-Entry Shares are registered. Until surrendered as contemplated by this Section 3.2, TMLP each Certificate and WMLP Book-Entry Share shall cooperate to establish procedures with the Exchange Agent and DTC to ensure that the Exchange Agent will transmit to DTC or its nominees on the Closing Date (or if Closing occurs after 11:30 a.m. (New York Time) on the Closing Date, on the first Business Day be deemed at any time after the Closing Date)First Effective Time to represent only the right to receive the applicable Merger Consideration as contemplated by this Article III, upon surrender including any amount payable in respect of Eligible Units or TexNew Mex Units, as applicable, held of record by DTC or its nominees Fractional Share Consideration in accordance with DTC’s customary surrender proceduresSection 3.6, the Merger Considerationand any dividends or other distributions on shares of Parent Common Stock in accordance with Section 3.2(f), TexNew Mex Unit Consideration, as applicable, cash in lieu of fractional units of TMLP Common Units, if any, to be issued or paid in consideration therefor and distributions, in each case, to which the beneficial owners thereof are entitled pursuant to the terms of this Agreementwithout interest thereon.

Procedures for Surrender. (a) Promptly after the Effective Time (and in any event within four three Business Days thereafter), TMLP the Surviving Corporation shall cause the Exchange Paying Agent to mail to each holder of record of Eligible Units or TexNew Mex Units, as applicable, Shares (other than Excluded Shares) that are (i) Certificates or (ii) Book-Entry Units not held through The Depositary Trust Company (“DTC”) notice advising such holders of the effectiveness of the Merger, including (Ai) appropriate transmittal materials specifying that delivery shall be effected, and risk of loss and title to the Certificates or such Book-Entry Units shall pass only upon delivery of the Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.7S ection 3.5) or transfer of the Book-Entry Unit to the Exchange Agent (including customary provisions with respect to delivery of an “agent’s message” with respect to Book-Entry Units)Paying Agent, such materials to be in such form and have such other provisions as the TMLP Parties desire Parent desires with approval of the WMLP Parties Company (such approval not to be unreasonably withheld, conditioned or delayed) (the “Letter of Transmittal”), ) and (Bii) instructions for surrendering the Certificates (or affidavits of loss in lieu of the Certificates) or transferring the Book-Entry Units to the Exchange Agent in exchange for the Merger Consideration, cash in lieu of fractional units of TMLP Common Units, if any, to be issued or paid in consideration therefor and distributions, in each case, Consideration to which such holders are entitled pursuant to the terms of this Agreement. With Subject to Section 3.2(e), upon surrender to the Paying Agent of Shares (other than Excluded Shares) that are Certificates, by physical surrender of such Certificate (or affidavit of loss in lieu of a Certificate, as provided in Section 3.5) or that are Book-Entry Shares, by book-receipt of an “agent’s message” by the Paying Agent in connection with the transfer of Book-Entry Shares, in accordance with the terms of the Letter of Transmittal and accompanying instructions, the holder of such Certificate or Book-Entry Share shall be entitled to receive in exchange therefor an amount (after giving effect to any required Tax withholdings as provided in S ection 3.6) of cash that such holder has the right to receive pursuant to Section 2.1 by check or wire transfer of immediately available funds. No interest will be paid or accrued on any amount payable upon due surrender of Shares, and any Certificate or ledger entry relating to Book-Entry Shares formerly representing shares of Company Common Stock that have been so surrendered shall be cancelled by the Paying Agent. In the event of a transfer of ownership of certificated Shares (other than Excluded Shares) that is not registered in the transfer records of the Company, a check for any cash to be paid upon due surrender of the Certificate may be issued to such transferee if the Certificate formerly representing such Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer Taxes have been paid or are not applicable, in each case, in form and substance, reasonably satisfactory to the Paying Agent. Payment of the Merger Consideration with respect to Book-Entry Units held through DTCShares shall only be made to the Person in whose name such Book-Entry Shares are registered in the stock transfer books of the Company. Immediately prior to and no later than the Effective Time, TMLP each holder of depositary interests (a “CDI Holder”), in respect of the Depositary Shares, issued by Computershare Investor Services plc (the “C ompany Depositary” and WMLP shall cooperate to establish procedures with such interests, the Exchange Agent and DTC to ensure that the Exchange Agent “Company Depositary Interests”) will transmit to DTC or its nominees be recorded on the Closing Date (or if Closing occurs after 11:30 a.m. (New York Time) on stock ledger of the Closing Date, on Company as holding the first Business Day after number of Shares equal to the Closing Date), upon surrender Company Depositary Interests held by such CDI Holder immediately prior to the cancellation of Eligible Units or TexNew Mex Units, as applicable, held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures, the Merger Consideration, TexNew Mex Unit Consideration, as applicable, cash in lieu of fractional units of TMLP Common Units, if any, to be issued or paid in consideration therefor and distributions, in each case, to which the beneficial owners thereof are entitled such Company Depositary Interests pursuant to the terms Section 6.7 of this Agreement. Promptly after the Effective Time (and in any event within three Business Days thereafter), the Paying Agent shall procure that an instruction is given to Euroclear UK & Ireland Limited (“ Euroclear”) to create an assured payment obligation in favor of each CDI Holder’s account with Euroclear’s CREST settlement system (“C REST”) in the amount (after giving effect to any required Tax withholdings as provided in Section 3.6) of cash that such CDI Holder has the right to receive pursuant to Section 2.1. The creation of such assured payment obligation shall be a complete discharge of the obligations of Parent under this Agreement with reference to payments made through CREST. Where a CDI Holder is a nominee of a person beneficially interested in such Company Depositary Interests, the payments will be made to such nominee which will be responsible for forwarding such payments to the persons entitled to them under the nominee arrangements.

Procedures for Surrender. (a) Promptly after the First Effective Time (Time, Parent shall, and in any event within four Business Days thereafter)shall cause the Ultimate Surviving Corporation to, TMLP shall cause the Exchange Agent to mail to each holder of record of Eligible Units a certificate or TexNew Mex Units, as applicable, that are certificates which immediately prior to the First Effective Time represented outstanding Company Shares (the “Certificates”) or non-certificated Company Shares represented by book-entry (“Book-Entry Shares”) and whose Company Shares each were converted pursuant to Section 2.1 into the right to receive the Per Share Merger Consideration (i) Certificates or (ii) Book-Entry Units not held through The Depositary Trust Company (“DTC”) notice advising such holders a letter of the effectiveness of the Mergertransmittal, including (A) appropriate transmittal materials specifying which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or such Book-Entry Units shall pass pass, only upon delivery of the Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.7thereof) or transfer of the Book-Entry Unit to the Exchange Agent (including customary provisions with respect to delivery of an “agent’s message” with respect to Book-Entry Units), such materials to and shall be in such form and have such other provisions as the TMLP Parties desire with approval of the WMLP Parties (such approval not to be unreasonably withheld, conditioned or delayed) (the “Letter of Transmittal”), Parent may reasonably specify and (Bii) instructions for surrendering effecting the surrender of the Certificates (or affidavits of loss in lieu of the Certificatesthereof) or transferring the Book-Entry Units Shares in exchange for payment of the Per Share Merger Consideration into which such Company Shares have been converted pursuant to Section 2.1, including any amount payable in respect of Fractional Share Consideration in accordance with Section 2.6, and any dividends or other distributions on shares of Parent Stock in accordance with Section 2.2(f). Upon surrender of a Certificate (or an affidavit of loss in lieu thereof) or Book-Entry Share for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent or the Ultimate Surviving Corporation, together with such letter of transmittal duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificate or Book-Entry Share shall be entitled to receive in exchange therefor the applicable Per Share Merger Consideration pursuant to the provisions of this Article II for the Merger Consideration, cash in lieu of fractional units of TMLP Common Units, if anyeach Company Share formerly represented by such Certificate or Book-Entry Share, to be issued delivered within ten business days following the later to occur of (x) the First Effective Time or (y) the Exchange Agent’s receipt of such Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share, and the Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share so surrendered shall be forthwith cancelled. The Exchange Agent shall accept such Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. If payment of the Per Share Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition precedent of payment that (A) the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and (B) the Person requesting such payment shall have paid in consideration therefor any transfer and distributions, in each case, other similar Taxes required by reason of the payment of the Per Share Merger Consideration to which such holders are entitled pursuant a Person other than the registered holder of the Certificate surrendered or shall have established to the terms satisfaction of this Agreementthe Ultimate Surviving Corporation that such Tax either has been paid or is not required to be paid. With Payment of the applicable Per Share Merger Consideration with respect to Book-Entry Units held through DTCShares shall only be made to the Person in whose name such Book-Entry Shares are registered. Until surrendered as contemplated by this Section 2.2, TMLP each Certificate and WMLP Book-Entry Share shall cooperate to establish procedures with the Exchange Agent and DTC to ensure that the Exchange Agent will transmit to DTC or its nominees on the Closing Date (or if Closing occurs after 11:30 a.m. (New York Time) on the Closing Date, on the first Business Day be deemed at any time after the Closing Date)First Effective Time to represent only the right to receive the applicable Per Share Merger Consideration as contemplated by this Article II, upon surrender of Eligible Units or TexNew Mex Units, as applicable, held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures, the Merger Consideration, TexNew Mex Unit Consideration, as applicable, cash in lieu of fractional units of TMLP Common Units, if any, to be issued or paid in consideration therefor and distributions, in each case, to which the beneficial owners thereof are entitled pursuant to the terms of this Agreementwithout interest thereon.

Procedures for Surrender. (ai) Promptly after the Company Merger Effective Time (and but in any no event within four later than five (5) Business Days thereafterafter the Company Merger Effective Time), TMLP subject to Section 2.2(b)(ii), Parent and the Surviving Entity shall cause the Exchange Paying Agent to mail or email (and make available for collection by hand) to each holder of record of Eligible Units (a certificate or TexNew Mex Unitscertificates which immediately prior to the Company Merger Effective Time represented outstanding Company Common Shares or Company Preferred Shares (the “Certificates”) or (ii) non-certificated Company Common Shares or Company Preferred Shares represented by book-entry (“Book-Entry Shares”) and, in each case, whose Company Common Shares or Company Preferred Shares, as applicable, that are (iwere converted pursuant to Section 2.1(a) Certificates into the right to receive the Per Company Share Merger Consideration or (ii) Book-Entry Units not held through The Depositary Trust the Per Company (“DTC”) notice advising such holders of the effectiveness of the MergerPreferred Share Merger Consideration, including as applicable, (A) appropriate transmittal materials specifying a letter of transmittal, which shall (x) specify that delivery shall be effected, and risk of loss and title to the Certificates or such Book-Entry Units shall pass pass, only upon delivery of the Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.7thereof) or transfer of the Book-Entry Unit to the Exchange Paying Agent and (including customary provisions with respect to delivery of an “agent’s message” with respect to Book-Entry Units), such materials to y) shall be in such form and have such other provisions as the TMLP Parties desire with approval of the WMLP Parties (such approval not to be unreasonably withheld, conditioned or delayed) (the “Letter of Transmittal”), Parent may reasonably specify and (B) instructions for surrendering effecting the surrender of the Certificates (or affidavits of loss in lieu of the Certificatesthereof) or transferring the Book-Entry Units to the Exchange Agent Shares in exchange for payment of the Per Company Share Merger Consideration or the Per Company Preferred Share Merger Consideration, cash as applicable. Upon surrender of a Certificate (or an affidavit of loss in lieu thereof) or Book-Entry Share for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Xxxxxx, together with such letter of fractional units transmittal duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions (including a validly issued IRS Form W-9 or applicable IRS Form W-8), the holder of TMLP such Certificate or Book-Entry Share shall be entitled to receive in exchange therefor the applicable Per Company Share Merger Consideration or the Per Company Preferred Share Merger Consideration (as applicable) for each Company Common UnitsShare or Company Preferred Share, if anyas applicable, formerly represented by such Certificate or Book‑Entry Share pursuant to the provisions of this Article II that such holder has the right to receive under this Agreement for each Company Common Share or Company Preferred Share, as applicable, formerly represented by such Certificate or Book-Entry Share, to be issued mailed (or made available for collection by hand if so elected by the surrendering holder) within five Business Days following the later to occur of (i) the Company Merger Effective Time or (ii) the Paying Agent’s receipt of such Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share, and the Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share so surrendered shall be forthwith cancelled. The Paying Agent shall accept such Certificates (or affidavits of loss in lieu thereof) or Book‑Entry Shares upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. If payment of the Per Company Share Merger Consideration or the Per Company Preferred Share Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition precedent of payment that (i) the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and (ii) the Person requesting such payment shall have paid in consideration therefor any transfer and distributionsother similar Taxes required by reason of the payment of the Per Company Share Merger Consideration or the Per Company Preferred Share Merger Consideration, in each caseas applicable, to which such holders are entitled pursuant a Person other than the registered holder of the Certificate surrendered or shall have established to the terms satisfaction of this AgreementParent that such Tax either has been paid or is not required to be paid. With Payment of the Per Company Share Merger Consideration or the Per Company Preferred Share Merger Consideration, as applicable, with respect to Book-Entry Units held through DTCShares shall only be made to the Person in whose name such Book-Entry Shares are registered. Until surrendered as contemplated by this Section 2.2, TMLP each Certificate and WMLP Book-Entry Share shall cooperate to establish procedures with the Exchange Agent and DTC to ensure that the Exchange Agent will transmit to DTC or its nominees on the Closing Date (or if Closing occurs after 11:30 a.m. (New York Time) on the Closing Date, on the first Business Day be deemed at any time after the Closing Date), upon surrender of Eligible Units Company Merger Effective Time to represent only the right to receive the Per Company Share Merger Consideration or TexNew Mex Units, as applicable, held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures, the Per Company Preferred Share Merger Consideration, TexNew Mex Unit Consideration, as applicable, cash in lieu of fractional units of TMLP Common Units, if any, to be issued or paid in consideration therefor and distributions, in each case, to which the beneficial owners thereof are entitled pursuant to the terms of this Agreementwithout interest thereon.

Procedures for Surrender. (a) Promptly after the Effective Time (and in any event within four three Business Days thereafter), TMLP the Surviving Corporation shall cause the Exchange Paying Agent to mail to each holder of record of Eligible Units or TexNew Mex Units, as applicable, Shares (other than Excluded Shares) that are (i) Certificates or (ii) Book-Entry Units not held through The Depositary Trust Company (“DTC”) notice advising such holders of the effectiveness of the Merger, including (Ai) appropriate transmittal materials specifying that delivery shall be effected, and risk of loss and title to the Certificates or such Book-Entry Units shall pass only upon delivery of the Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.73.5) or transfer of the Book-Entry Unit to the Exchange Agent (including customary provisions with respect to delivery of an “agent’s message” with respect to Book-Entry Units)Paying Agent, such materials to be in such form and have such other provisions as the TMLP Parties desire Parent desires with approval of the WMLP Parties Company (such approval not to be unreasonably withheld, conditioned or delayed) (the “Letter of Transmittal”), ) and (Bii) instructions for surrendering the Certificates (or affidavits of loss in lieu of the Certificates) or transferring the Book-Entry Units to the Exchange Agent in exchange for the Merger Consideration, cash in lieu of fractional units of TMLP Common Units, if any, to be issued or paid in consideration therefor and distributions, in each case, Consideration to which such holders are entitled pursuant to the terms of this Agreement. With Subject to Section 3.2(e), upon surrender to the Paying Agent of Shares (other than Excluded Shares) that are Certificates, by physical surrender of such Certificate (or affidavit of loss in lieu of a Certificate, as provided in Section 3.5) or that are Book-Entry Shares, by book-receipt of an “agent’s message” by the Paying Agent in connection with the transfer of Book-Entry Shares, in accordance with the terms of the Letter of Transmittal and accompanying instructions, the holder of such Certificate or Book-Entry Share shall be entitled to receive in exchange therefor an amount (after giving effect to any required Tax withholdings as provided in Section 3.6) of cash that such holder has the right to receive pursuant to Section 2.1 by check or wire transfer of immediately available funds. No interest will be paid or accrued on any amount payable upon due surrender of Shares, and any Certificate or ledger entry relating to Book-Entry Shares formerly representing shares of Company Common Stock that have been so surrendered shall be cancelled by the Paying Agent. In the event of a transfer of ownership of certificated Shares (other than Excluded Shares) that is not registered in the transfer records of the Company, a check for any cash to be paid upon due surrender of the Certificate may be issued to such transferee if the Certificate formerly representing such Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer Taxes have been paid or are not applicable, in each case, in form and substance, reasonably satisfactory to the Paying Agent. Payment of the Merger Consideration with respect to Book-Entry Units held through DTCShares shall only be made to the Person in whose name such Book-Entry Shares are registered in the stock transfer books of the Company. Immediately prior to and no later than the Effective Time, TMLP each holder of depositary interests (a “CDI Holder”), in respect of the Depositary Shares, issued by Computershare Investor Services plc (the “Company Depositary” and WMLP shall cooperate to establish procedures with such interests, the Exchange Agent and DTC to ensure that the Exchange Agent “Company Depositary Interests”) will transmit to DTC or its nominees be recorded on the Closing Date (or if Closing occurs after 11:30 a.m. (New York Time) on stock ledger of the Closing Date, on Company as holding the first Business Day after number of Shares equal to the Closing Date), upon surrender Company Depositary Interests held by such CDI Holder immediately prior to the cancellation of Eligible Units or TexNew Mex Units, as applicable, held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures, the Merger Consideration, TexNew Mex Unit Consideration, as applicable, cash in lieu of fractional units of TMLP Common Units, if any, to be issued or paid in consideration therefor and distributions, in each case, to which the beneficial owners thereof are entitled such Company Depositary Interests pursuant to the terms Section 6.7 of this Agreement. Promptly after the Effective Time (and in any event within three Business Days thereafter), the Paying Agent shall procure that an instruction is given to Euroclear UK & Ireland Limited (“Euroclear”) to create an assured payment obligation in favor of each CDI Holder’s account with Euroclear’s CREST settlement system (“CREST”) in the amount (after giving effect to any required Tax withholdings as provided in Section 3.6) of cash that such CDI Holder has the right to receive pursuant to Section 2.1. The creation of such assured payment obligation shall be a complete discharge of the obligations of Parent under this Agreement with reference to payments made through CREST. Where a CDI Holder is a nominee of a person beneficially interested in such Company Depositary Interests, the payments will be made to such nominee which will be responsible for forwarding such payments to the persons entitled to them under the nominee arrangements.

Procedures for Surrender. (a) Promptly after the Effective Time (and in any event within four five Business Days thereafter), TMLP the Surviving Corporation shall cause the Exchange Agent to mail to each holder of record of Eligible Units or TexNew Mex Units, as applicable, Shares that are (ia) Certificates or (iib) Book-Entry Units Shares not held through The Depositary Trust Company (“DTC”) notice advising such holders of the effectiveness of the Merger, including (Ai) appropriate transmittal materials specifying that delivery shall be effected, and risk of loss and title to the Certificates or such Book-Entry Units Shares shall pass only upon delivery of the Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.73.7) or transfer of the Book-Entry Unit Shares to the Exchange Agent (including customary provisions with respect to delivery of an “agent’s message” with respect to Book-Entry UnitsShares), such materials to be in such form and have such other provisions as the TMLP Parties desire Parent desires with prior approval of the WMLP Parties Company (such approval not to be unreasonably withheld, conditioned or delayed) (the “Letter of Transmittal”), and (Bii) instructions for surrendering the Certificates (or affidavits of loss in lieu of the Certificates) or transferring the Book-Entry Units Shares to the Exchange Agent in exchange for the Merger Consideration, cash in lieu of fractional units shares of TMLP Parent Common UnitsStock, if any, to be issued or paid in consideration therefor and dividends or distributions, in each case, to which such holders are entitled pursuant to the terms of this Agreement. With respect to Book-Entry Units Shares held through held through DTC, TMLP Parent and WMLP the Company shall cooperate to establish procedures with the Exchange Agent and DTC to ensure that the Exchange Agent will transmit to DTC or its nominees on the Closing Date (or if Closing occurs after 11:30 a.m. (New York Time) on the Closing Date, on the first Business Day after the Closing Date), upon surrender of Eligible Units or TexNew Mex Units, as applicable, Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures, the Merger Consideration, TexNew Mex Unit Consideration, as applicable, cash in lieu of fractional units shares of TMLP Parent Common UnitsStock, if any, to be issued or paid in consideration therefor and dividends or distributions, in each case, to which the beneficial owners thereof are entitled pursuant to the terms of this Agreement.

Procedures for Surrender. (a) Promptly As soon as reasonably practicable after the Effective Time Time, but in no event more than three (and in any event within four Business Days thereafter)3) business days following the Effective Time, TMLP Parent shall cause the Exchange Agent to mail to each holder of record of Eligible Units a certificate or TexNew Mex Units, as applicable, that are certificates which immediately prior to the Effective Time represented outstanding Company Shares or Company Preferred Shares (the “Certificates”) or non-certificated Company Shares or non-certificated Company Preferred Shares represented by book-entry shares (“Book-Entry Shares”) and whose Company Shares or Company Preferred Shares were converted pursuant to Section 2.1 into the right to receive the Merger Consideration (i) Certificates or (ii) Book-Entry Units not held through The Depositary Trust Company (“DTC”) notice advising such holders a letter of the effectiveness of the Mergertransmittal, including (A) appropriate transmittal materials specifying which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or such Book-Entry Units shall pass pass, only upon delivery of the Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.7thereof) or transfer of the Book-Entry Unit to the Exchange Agent (including customary provisions with respect to delivery of an “agent’s message” with respect to Book-Entry Units), such materials to and shall be in such form as Parent and have such other provisions as the TMLP Parties desire with approval of Company agree prior to the WMLP Parties (such approval not to be unreasonably withheld, conditioned or delayed) (the “Letter of Transmittal”), Effective Time and (Bii) instructions for surrendering effecting the surrender of the Certificates (or affidavits of loss in lieu of the Certificatesthereof) or transferring the Book-Entry Units Shares in exchange for payment of the Merger Consideration into which such Company Shares or Company Preferred Shares have been converted pursuant to Section 2.1, including any amount payable in respect of Fractional Share Consideration in accordance with Section 2.5, and any dividends or other distributions on Parent Shares in accordance with Section 2.2(f). Upon surrender of a Certificate (or an affidavit of loss in lieu thereof) or Book-Entry Share for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificate or Book-Entry Share shall be entitled to receive in exchange for therefor the Merger ConsiderationConsideration pursuant to the provisions of this Article II, cash any Fractional Share Consideration that such holder has the right to receive pursuant to the provisions of Section 2.5, and any amounts that such holder has the right to receive in lieu respect of fractional units of TMLP Common Units, if anydividends or other distributions on Parent Shares in accordance with Section 2.2(f) for each Company Share and Company Preferred Share formerly represented by such Certificate or Book-Entry Share, to be issued mailed within three (3) business days following the Exchange Agent’s receipt of such Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share, and the Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share so surrendered shall be forthwith cancelled. The Exchange Agent shall accept such Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition precedent of payment that (A) the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and (B) the Person requesting such payment shall have paid in consideration therefor any transfer and distributions, in each case, other similar Taxes required by reason of the payment of the Merger Consideration to which such holders are entitled pursuant a Person other than the registered holder of the Certificate surrendered or shall have established to the terms satisfaction of this Agreementthe Surviving Corporation that such Tax either has been paid or is not required to be paid. With Payment of the Merger Consideration with respect to Book-Entry Units held through DTCShares shall only be made to the Person in whose name such Book-Entry Shares are registered. Until surrendered as contemplated by this Section 2.2, TMLP each Certificate and WMLP Book-Entry Share shall cooperate to establish procedures with the Exchange Agent and DTC to ensure that the Exchange Agent will transmit to DTC or its nominees on the Closing Date (or if Closing occurs after 11:30 a.m. (New York Time) on the Closing Date, on the first Business Day be deemed at any time after the Closing Date)Effective Time to represent only the right to receive the Merger Consideration as contemplated by this Article II, upon surrender including any amount payable in respect of Eligible Units or TexNew Mex Units, as applicable, held of record by DTC or its nominees Fractional Share Consideration in accordance with DTC’s customary surrender proceduresSection 2.5, the Merger Considerationand any dividends or other distributions on Parent Shares in accordance with Section 2.2(f), TexNew Mex Unit Consideration, as applicable, cash in lieu of fractional units of TMLP Common Units, if any, to be issued or paid in consideration therefor and distributions, in each case, to which the beneficial owners thereof are entitled pursuant to the terms of this Agreementwithout interest thereon.

Procedures for Surrender. (a) Promptly after the Effective Time (and in any event within four Business Days thereafter)Time, TMLP Parent shall cause the Exchange Agent to mail (and make available for collection by hand) to each holder of record of Eligible Units a certificate or TexNew Mex Unitscertificates which immediately prior to the Effective Time represented outstanding Company Shares or Company Preferred Shares (as applicable the “Certificates”), or non-certificated Company Shares or Company Preferred Shares represented by book-entry (as applicable, “Book-Entry Shares”) and whose Certificates and Book-Entry Shares, as applicable, that are were converted pursuant to Section 3.1 into the right to receive the applicable Merger Consideration (i) Certificates or (ii) Book-Entry Units not held through The Depositary Trust Company (“DTC”) notice advising such holders a letter of the effectiveness of the Mergertransmittal, including (A) appropriate transmittal materials specifying which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or such Book-Entry Units shall pass pass, only upon delivery of the Certificates (or affidavits of loss in lieu of the Certificatesthereof and, as provided in Section 4.7if required by Parent, an indemnity bond) or transfer of the Book-Entry Unit to the Exchange Agent (including customary provisions with respect to delivery of an “agent’s message” with respect to Book-Entry Units), such materials to and shall be in such form and have such other provisions as Parent may reasonably specify (it being understood that the TMLP Parties desire with approval forms of the WMLP Parties (such approval not Letter of Transmittal to be unreasonably withheld, conditioned or delayedmailed to the holders of Company Common Stock and Company Preferred Stock may vary in certain respects due to differences in the respective securities) (the “Letter of Transmittal”), and (Bii) instructions for surrendering effecting the surrender of the Certificates (or affidavits of loss in lieu of the Certificatesthereof and, if required by Parent, an indemnity bond) or transferring the Book-Entry Units Shares in exchange for payment of the applicable Merger Consideration into which such Company Shares or Company Preferred Shares, as applicable, have been converted pursuant to Section 3.1, including any amount payable in respect of Fractional Share Consideration in accordance with Section 3.6, and any dividends or other distributions on shares of Parent Common Stock in accordance with Section 3.2(f). Upon surrender of a Certificate (or an affidavit of loss in lieu thereof and, if required by Parent, an indemnity bond) or Book-Entry Share for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent or the Surviving Corporation, together with such letter of transmittal duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificate or Book-Entry Share shall be entitled to receive in exchange therefor the applicable Merger Consideration pursuant to the provisions of this Article III, any Fractional Share Consideration that such holder has the right to receive pursuant to the provisions of Section 3.6, and any amounts that such holder has the right to receive in respect of dividends or other distributions on shares of Parent Common Stock in accordance with Section 3.2(f) for the Merger Consideration, cash in lieu of fractional units of TMLP Common Units, if anyeach Company Share formerly represented by such Certificate or Book-Entry Share, to be issued mailed (or paid in consideration therefor made available for collection by hand if so elected by the surrendering holder) within five (5) business days following the later to occur of (x) the Election Deadline and distributions, in each case, to which such holders are entitled the determination of proration pursuant to Section 3.1(e) or (y) the Exchange Agent’s receipt of such Certificate (or affidavit of loss in lieu thereof and, if required by Parent, an indemnity bond) or Book-Entry Share, and the Certificate (or affidavit of loss in lieu thereof and, if required by Parent, an indemnity bond) or Book-Entry Share so surrendered shall be forthwith cancelled. The Exchange Agent shall accept such Certificates (or affidavits of loss in lieu thereof and, if required by Parent, an indemnity bond) or Book-Entry Shares upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. Notwithstanding anything herein to the contrary, at Parent’s election, Parent may instruct the Exchange Agent to automatically convert Book-Entry Shares into the applicable Merger Consideration without any required action on the part of this Agreementthe holders of such Book-Entry Shares. With If payment of the applicable Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition precedent of payment that (A) the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and (B) the Person requesting such payment shall have paid any transfer and other similar Taxes required by reason of the payment of the applicable Merger Consideration to a Person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of Parent that such Tax either has been paid or is not required to be paid. Payment of the applicable Merger Consideration with respect to Book-Entry Units held through DTCShares shall only be made to the Person in whose name such Book-Entry Shares are registered. Until surrendered as contemplated by this Section 3.2, TMLP each Certificate and WMLP Book-Entry Share shall cooperate to establish procedures with the Exchange Agent and DTC to ensure that the Exchange Agent will transmit to DTC or its nominees on the Closing Date (or if Closing occurs after 11:30 a.m. (New York Time) on the Closing Date, on the first Business Day be deemed at any time after the Closing Date)Effective Time to represent only the right to receive the applicable Merger Consideration as contemplated by this Article III, upon surrender including any amount payable in respect of Eligible Units or TexNew Mex Units, as applicable, held of record by DTC or its nominees Fractional Share Consideration in accordance with DTC’s customary surrender proceduresSection 3.6, the Merger Consideration, TexNew Mex Unit Consideration, as applicable, cash and any dividends or other distributions on shares of Parent Common Stock in lieu of fractional units of TMLP Common Units, if any, to be issued or paid in consideration therefor and distributionsaccordance with Section 3.2(f), in each case, to which the beneficial owners thereof are entitled pursuant to the terms of this Agreementcase without interest thereon.

Procedures for Surrender. (a) Promptly after the Effective Time (and in any event within four (4) Business Days thereafter), TMLP AMGP shall cause the Exchange Agent to mail to each holder of record of Eligible Units or TexNew Mex Units, as applicable, that are (i) Certificates or (ii) Book-Entry Units not held through The Depositary Trust Company (“DTC”) notice advising such holders of the effectiveness of the Merger, including (A) appropriate transmittal materials specifying that delivery shall be effected, and risk of loss and title to the Certificates or such Book-Entry Units shall pass only upon delivery of the Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.7) or transfer of the Book-Entry Unit to the Exchange Agent (including customary provisions with respect to delivery of an “agent’s message” with respect to Book-Entry Units)Agent, such materials to be in such form and have such other provisions as the TMLP AMGP Parties desire with approval of the WMLP AMLP Parties (such approval not to be unreasonably withheld, conditioned or delayed) (the “Letter of Transmittal”), and (B) instructions for surrendering the Certificates (or affidavits of loss in lieu of the Certificates) or transferring the Book-Entry Units to the Exchange Agent in exchange for the Merger Consideration, cash in lieu of fractional units shares of TMLP AMGP Common UnitsStock, if any, to be issued or paid in consideration therefor therefor, and distributionsany dividends payable pursuant to Section 4.3, in each case, to which such holders are entitled pursuant to the terms of this Agreement. With respect to Book-Entry Units held through DTC, TMLP AMGP and WMLP AMLP shall cooperate to establish procedures with the Exchange Agent and DTC to ensure that the Exchange Agent will transmit to DTC or its nominees on the Closing Date (or if Closing occurs after 11:30 a.m. (New York Time) on the Closing Date, on the first Business Day after the Closing Date), upon surrender of Eligible Units or TexNew Mex Units, as applicable, held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures, the Merger Consideration, TexNew Mex Unit Consideration, as applicable, cash in lieu of fractional units shares of TMLP AMGP Common UnitsStock, if any, to be issued or paid in consideration therefor therefor, and distributionscash for the amount of any dividends payable pursuant to Section 4.3, in each case, to which the beneficial owners holders thereof are entitled pursuant to the terms of this Agreement.

Procedures for Surrender. (a) Promptly after the Effective Time (and Promptly, but in any event within four Business Days thereafter)five (5) business days after the Effective Time, TMLP Seaways shall, and shall cause the Surviving Corporation to, cause the Exchange Agent to mail (and make available for collection by hand) or otherwise provide (i) to each holder of record of Eligible Units a certificate or TexNew Mex Units, as applicable, that are certificates which immediately prior to the Effective Time represented outstanding Diamond Shares (i) Certificates or (ii) Book-Entry Units not held through The Depositary Trust Company (the “DTCCertificates”) notice advising such holders of whose Diamond Shares were converted pursuant to Section 2.1 into the effectiveness of right to receive the Merger, including Merger Consideration (A) appropriate transmittal materials specifying a letter of transmittal, which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or such Book-Entry Units shall pass pass, only upon delivery of the Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.7thereof) or transfer of the Book-Entry Unit to the Exchange Agent (including customary provisions with respect to delivery of an “agent’s message” with respect to Book-Entry Units), such materials to and shall be in such customary form and have such other provisions as Seaways may reasonably specify subject to Diamond’s reasonable approval prior to the TMLP Parties desire with approval of the WMLP Parties (such approval not to be unreasonably withheld, conditioned or delayed) (the “Letter of Transmittal”), Effective Time and (B) instructions for surrendering effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) in exchange for payment of the CertificatesMerger Consideration issuable and payable in respect of such Diamond Shares pursuant to Section 2.1, including any amount payable in respect of Fractional Share Consideration in accordance with Section 2.5, and any dividends or other distributions on Seaways Shares in accordance with Section 2.2(f) or transferring the (ii) to each holder of record of non-certificated Diamond Shares represented by book-entry (“Book-Entry Units Shares”) whose Diamond Shares were converted pursuant to Section 2.1 into the right to receive the Merger Consideration, a notice of the effectiveness of the Merger. Upon surrender of a Certificate (or an affidavit of loss in lieu thereof) for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Seaways or the Surviving Corporation, together with such letter of transmittal duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be reasonably required pursuant to such instructions, and without any action by any holder of record of any Book-Entry Share, the holder of such Certificate or Book-Entry Share shall be entitled to receive in exchange therefor the applicable Merger Consideration pursuant to the provisions of this Article II, any Fractional Share Consideration that such holder has the right to receive pursuant to the provisions of Section 2.5, and any amounts that such holder has the right to receive in respect of dividends or other distributions on Seaways Shares in accordance with Section 2.2(f) for the Merger Consideration, cash in lieu of fractional units of TMLP Common Units, if anyeach Diamond Share formerly represented by such Certificate or Book-Entry Share, to be issued mailed (or paid in consideration therefor and distributionsmade available for collection by hand if so elected by the surrendering holder) as promptly as practicable and, in each case, to which such holders are entitled pursuant with respect to the holders of Certificates, within five (5) business days following the Exchange Agent’s receipt of such Certificate (or affidavit of loss in lieu thereof), letter of transmittal and such other documents, and the Certificate (or affidavit of loss in lieu thereof) so surrendered or Book-Entry Share shall be forthwith cancelled. The Exchange Agent shall accept such Certificates (or affidavits of loss in lieu thereof) upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. If payment of this Agreementthe Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition precedent of payment that (A) the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and (B) the Person requesting such payment shall have paid any transfer and other similar Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such Tax either has been paid or is not required to be paid. With Payment of the applicable Merger Consideration with respect to Book-Entry Units held through DTCShares shall only be made to the Person in whose name such Book-Entry Shares are registered. Until satisfaction of the applicable procedures contemplated by this Section 2.2(b), TMLP each Certificate and WMLP Book-Entry Share shall cooperate to establish procedures with the Exchange Agent and DTC to ensure that the Exchange Agent will transmit to DTC or its nominees on the Closing Date (or if Closing occurs after 11:30 a.m. (New York Time) on the Closing Date, on the first Business Day be deemed at any time after the Closing Date)Effective Time to represent only the right to receive the applicable Merger Consideration as contemplated by this Article II, upon surrender including any amount payable in respect of Eligible Units or TexNew Mex Units, as applicable, held of record by DTC or its nominees Fractional Share Consideration in accordance with DTC’s customary surrender proceduresSection 2.5, the Merger Considerationand any dividends or other distributions on Seaways Shares in accordance with Section 2.2(f), TexNew Mex Unit Consideration, as applicable, cash in lieu of fractional units of TMLP Common Units, if any, to be issued or paid in consideration therefor and distributions, in each case, to which the beneficial owners thereof are entitled pursuant to the terms of this Agreementwithout interest thereon.

Procedures for Surrender. (a) Promptly after the Merger Effective Time (and but in any no event within four Business Days thereafterlater than five (5) business days after the Merger Effective Time), TMLP Parent shall, and shall cause the Surviving Entity to, cause the Exchange Agent to mail (and make available for collection by hand) to each holder of record of Eligible Units a certificate or TexNew Mex Unitscertificates which immediately prior to the Merger Effective Time represented outstanding Company Shares (the “Certificates”), as applicableor uncertificated Company Shares (“Book-Entry Shares”), that are and in each case whose Company Shares were exchanged pursuant to Section 2.1 for the right to receive shares of Parent Common Stock, (i) Certificates or (ii) Book-Entry Units not held through The Depositary Trust Company (“DTC”) notice advising such holders a letter of the effectiveness of the Mergertransmittal, including (A) appropriate transmittal materials specifying which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or such Book-Entry Units shall pass pass, only upon delivery of such Certificates (or affidavits of loss in lieu thereof) to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify and (ii) instructions for effecting the surrender of the Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.7thereof) or transfer of the Book-Entry Unit Shares in exchange for payment of shares of Parent Common Stock for which such Company Shares are to be exchanged, including, any amount payable in respect of the Fractional Share Consideration in accordance with Section 2.6, and any dividends or other distributions in accordance with Section 2.2(f). Upon surrender of a Certificate (or an affidavit of loss in lieu thereof) or Book-Entry Share for cancellation to the Exchange Agent (including customary provisions or to such other agent or agents as may be appointed by Parent or the Surviving Entity, together with respect such letter of transmittal duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to delivery such instructions, the holder of an “agent’s message” with respect to such Certificate or Book-Entry UnitsShare shall be entitled to receive in exchange therefor (A) the shares of Parent Common Stock for each share of Company Common Stock formerly represented by such Certificate or Book-Entry Share pursuant to the provisions of this Article II (rounded down to the nearest whole share), (B) a check or wire transfer representing any Fractional Share Consideration that such materials holder of a Certificate or Book-Entry Share has the right to be in such form and have such other receive pursuant to the provisions as the TMLP Parties desire with approval of the WMLP Parties (such approval not to be unreasonably withheld, conditioned or delayed) (the “Letter of Transmittal”)Section 2.6, and (C) any amounts that such holder of a Certificate or Book-Entry Share has the right to receive in respect of dividends or other distributions in accordance with Section 2.2(f) for each Company Share formerly represented by such Certificate or Book-Entry Share. The amounts due pursuant to clauses (A), (B) instructions and (C) shall be mailed to such holder (or made available for collection by hand if so elected by the surrendering holder) within five (5) business days following the later to occur of the Merger Effective Time or the Exchange Agent’s receipt of such Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share, and the Certificate or Book-Entry Share so surrendered shall be forthwith cancelled. The Exchange Agent shall accept such Certificates (or affidavits of loss in lieu of the Certificatesthereof) or transferring the Book-Entry Units to Shares upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange for practices. If payment of the Merger Consideration, cash in lieu of fractional units of TMLP Common Units, if any, Consideration is to be issued made to a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition precedent of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer, and the Person requesting such payment shall have paid in consideration therefor any transfer and distributions, in each case, other similar Taxes required by reason of the payment of the Merger Consideration to which such holders are entitled pursuant a Person other than the registered holder of the Certificate surrendered or shall have established to the terms satisfaction of this Agreementthe Surviving Entity that such Tax either has been paid or is not required to be paid. With Payment of the applicable Merger Consideration with respect to Book-Entry Units held through DTCShares shall only be made to the Person in whose name such Book-Entry Shares are registered. Until surrendered as contemplated by this Section 2.2, TMLP each Certificate and WMLP Book-Entry Share shall cooperate to establish procedures with the Exchange Agent and DTC to ensure that the Exchange Agent will transmit to DTC or its nominees on the Closing Date (or if Closing occurs after 11:30 a.m. (New York Time) on the Closing Date, on the first Business Day at any time after the Closing Date)Merger Effective Time represent only the right to receive the applicable Merger Consideration as contemplated by this Article II, upon surrender including any amount payable in respect of Eligible Units or TexNew Mex Units, as applicable, held of record by DTC or its nominees the Fractional Share Consideration in accordance with DTC’s customary surrender proceduresSection 2.6 and any dividends or other distributions in accordance with Section 2.2(f), the Merger Consideration, TexNew Mex Unit Consideration, as applicable, cash in lieu without interest thereon. Shares of fractional units of TMLP Parent Common Units, if any, to be issued or paid in consideration therefor and distributions, in each case, to which the beneficial owners thereof are entitled Stock deliverable pursuant to the terms this Section 2.2(b) in exchange for shares of this AgreementCompany Common Stock shall be in uncertificated book-entry form.

Procedures for Surrender. (a) Promptly after the Company Merger Effective Time (and but in any no event within four Business Days thereafterlater than five (5) business days after the Company Merger Effective Time), TMLP DLR shall cause the Exchange Agent to mail (and make available for collection by hand) to each holder of record of Eligible Units (i) a certificate or TexNew Mex Unitscertificates which immediately prior to the Company Merger Effective Time represented outstanding Company Shares or shares of Company Series C Preferred Stock (the “Certificates”) or (ii) non-certificated Company Shares or shares of Company Series C Preferred Stock represented by book-entry (“Book-Entry Shares”) and, in each case, whose Company Shares or shares of Company Series C Preferred Stock, as applicable, that are (i) Certificates were converted pursuant to Section 2.1 into the right to receive the Merger Consideration or (ii) Book-Entry Units not held through The Depositary Trust Company (“DTC”) notice advising such holders of the effectiveness of the MergerPreferred Merger Consideration, including as applicable, (A) appropriate transmittal materials specifying a letter of transmittal, which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or such Book-Entry Units shall pass pass, only upon delivery of the Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.7thereof) or transfer of the Book-Entry Unit to the Exchange Agent (including customary provisions with respect to delivery of an “agent’s message” with respect to Book-Entry Units), such materials to and shall be in such form and have such other provisions as the TMLP Parties desire with approval of the WMLP Parties (such approval not to be unreasonably withheld, conditioned or delayed) (the “Letter of Transmittal”), DLR may reasonably specify and (B) instructions for surrendering effecting the surrender of the Certificates (or affidavits of loss in lieu of the Certificatesthereof) or transferring the Book-Entry Units Shares in exchange for payment of the Merger Consideration or the Preferred Merger Consideration, as applicable, including any amount payable in respect of the Fractional Share Consideration in accordance with Section 2.6 and any dividends or other distributions on shares of DLR Common Stock in accordance with Section 2.2(f). Upon surrender of a Certificate (or an affidavit of loss in lieu thereof) or Book-Entry Share for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by DLR, together with such letter of transmittal duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificate or Book-Entry Share shall be entitled to receive in exchange for therefor the Merger Consideration, cash in lieu Consideration or Preferred Merger Consideration (as applicable) for each share of fractional units Company Common Stock or Company Series C Preferred Stock (as applicable) formerly represented by such Certificate or Book-Entry Share pursuant to the provisions of TMLP Common Unitsthis Article II (rounded down to the nearest whole share, if anyapplicable), any Fractional Share Consideration that such holder has the right to receive pursuant to the provisions of Section 2.6, and any amounts that such holder has the right to receive in respect of dividends or other distributions on shares of DLR Common Stock or DLR Series C Preferred Stock in accordance with Section 2.2(f) for each Company Share or share of Company Series C Preferred Stock formerly represented by such Certificate or Book-Entry Share, to be issued mailed (or made available for collection by hand if so elected by the surrendering holder) within five (5) business days following the later to occur of (i) the Company Merger Effective Time or (ii) the Exchange Agent’s receipt of such Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share, and the Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share so surrendered shall be forthwith cancelled. The Exchange Agent shall accept such Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. If payment of the Merger Consideration or Preferred Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition precedent of payment that (i) the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and (ii) the Person requesting such payment shall have paid in consideration therefor any transfer and distributions, in each case, other similar Taxes required by reason of the payment of the Merger Consideration or Preferred Merger Consideration to which such holders are entitled pursuant a Person other than the registered holder of the Certificate surrendered or shall have established to the terms satisfaction of this AgreementDLR that such Tax either has been paid or is not required to be paid. With Payment of the applicable Merger Consideration or Preferred Merger Consideration with respect to Book-Entry Units held through DTCShares shall only be made to the Person in whose name such Book-Entry Shares are registered. Until surrendered as contemplated by this Section 2.2, TMLP each Certificate and WMLP Book-Entry Share shall cooperate to establish procedures with the Exchange Agent and DTC to ensure that the Exchange Agent will transmit to DTC or its nominees on the Closing Date (or if Closing occurs after 11:30 a.m. (New York Time) on the Closing Date, on the first Business Day be deemed at any time after the Closing DateCompany Merger Effective Time to represent only the right to receive the applicable Merger Consideration or Preferred Merger Consideration (as applicable), upon surrender including any amount payable in respect of Eligible Units or TexNew Mex Units, as applicable, held of record by DTC or its nominees the Fractional Share Consideration in accordance with DTC’s customary surrender proceduresSection 2.6 and any dividends or other distributions on shares of DLR Common Stock or DLR Series C Preferred Stock in accordance with Section 2.2(f), the Merger Consideration, TexNew Mex Unit Consideration, as applicable, cash in lieu without interest thereon. Shares of fractional units of TMLP DLR Common Units, if any, to be issued Stock or paid in consideration therefor and distributions, in each case, to which the beneficial owners thereof are entitled DLR Series C Preferred Stock deliverable pursuant to the terms this Section 2.2(b) in exchange for shares of this AgreementCompany Common Stock or Company Series C Preferred Stock, respectively, shall be in uncertificated book-entry form.

Procedures for Surrender. Promptly (abut no more than five (5) Promptly Business Days) after the Effective Time (and in any event within four Business Days thereafter)Time, TMLP Community shall cause the Exchange Agent to mail (and make available for collection by hand) to each holder of record of Eligible Units a certificate or TexNew Mex Units, as applicable, that are certificates which immediately prior to the Effective Time represented outstanding Merchants Shares (the “Merchants Certificates”) or non-certificated Merchants Shares represented by book-entry (“Book-Entry Shares”) and whose Merchants Shares were converted pursuant to Section 2.1 into the right to receive the Merger Consideration and who has not theretofore submitted its Merchants Certificates or Book-Entry Shares with an Election Form (i) Certificates or (ii) Book-Entry Units not held through The Depositary Trust Company (“DTC”) notice advising such holders a letter of the effectiveness of the Mergertransmittal, including (A) appropriate transmittal materials specifying which shall specify that delivery shall be effected, and risk of loss and title to the Merchants Certificates or such Book-Entry Units shall pass pass, only upon delivery of the Merchants Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.7thereof) or transfer of the Book-Entry Unit to the Exchange Agent (including customary provisions with respect to delivery of an “agent’s message” with respect to Book-Entry Units), such materials to and shall be in such form and have such other provisions as the TMLP Parties desire with approval of the WMLP Parties (such approval not to be unreasonably withheld, conditioned or delayed) (the “Letter of Transmittal”), Community may reasonably specify and (Bii) instructions for surrendering effecting the surrender of the Merchants Certificates (or affidavits of loss in lieu of the Certificatesthereof) or transferring the Book-Entry Units Shares in exchange for payment of the Merger Consideration into which such Merchants Shares have been converted pursuant to Section 2.1, including any amount payable in respect of Fractional Share Consideration in accordance with Section 2.7, and any dividends or other distributions on shares of Community Common Stock in accordance with Section 2.3(f). Upon surrender of a Merchants Certificate (or an affidavit of loss in lieu thereof) or Book-Entry Share for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Community, together with such letter of transmittal or Election Form duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Merchants Certificate or Book-Entry Share shall be entitled to receive in exchange therefor the applicable Merger Consideration pursuant to the provisions of this Article 2, any Fractional Share Consideration that such holder has the right to receive pursuant to the provisions of Section 2.7, and any amounts that such holder has the right to receive in respect of dividends or other distributions on shares of Community Common Stock in accordance with Section 2.3(f) for the Merger Consideration, cash in lieu of fractional units of TMLP Common Units, if anyeach Merchants Share formerly represented by such Merchants Certificate or Book-Entry Share, to be issued mailed (or paid in consideration therefor and distributions, in each case, made available for collection by hand if so elected by the surrendering holder) within five (5) Business Days following the later to which such holders are entitled pursuant occur of (x) the completion of the prorations to the Merger Consideration as described in Section 2.2(c) and (y) the Exchange Agent’s receipt of such Merchants Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share, and the Merchants Certificate or Book-Entry Share so surrendered shall be forthwith cancelled. The Exchange Agent shall accept such Merchants Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. If payment of this Agreementthe Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Merchants Certificate is registered, it shall be a condition precedent of payment that (A) the Merchants Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and (B) the Person requesting such payment shall have paid any transfer and other similar Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Merchants Certificate surrendered or shall have established to the satisfaction of Community that such Tax either has been paid or is not required to be paid. With Payment of the applicable Merger Consideration with respect to Book-Entry Units held through DTCShares shall only be made to the Person in whose name such Book-Entry Shares are registered. Until surrendered as contemplated by this Section 2.3, TMLP each Merchants Certificate and WMLP Book-Entry Share shall cooperate to establish procedures with the Exchange Agent and DTC to ensure that the Exchange Agent will transmit to DTC or its nominees on the Closing Date (or if Closing occurs after 11:30 a.m. (New York Time) on the Closing Date, on the first Business Day be deemed at any time after the Closing Date)Effective Time to represent only the right to receive the applicable Merger Consideration as contemplated by this Article 2, upon surrender including any amount payable in respect of Eligible Units or TexNew Mex Units, as applicable, held of record by DTC or its nominees Fractional Share Consideration in accordance with DTC’s customary surrender proceduresSection 2.7, the Merger Considerationand any dividends or other distributions on shares of Community Common Stock in accordance with Section 2.3(f), TexNew Mex Unit Consideration, as applicable, cash in lieu of fractional units of TMLP Common Units, if any, to be issued or paid in consideration therefor and distributions, in each case, to which the beneficial owners thereof are entitled pursuant to the terms of this Agreementwithout interest thereon.

Procedures for Surrender. (ai) Promptly after following the Effective Time (and in any event within four five (5) Business Days thereafterDays), TMLP Parent and the Surviving Company shall cause the Exchange Paying Agent to mail (and make available for collection by hand) to each person who was, immediately prior to the Effective Time, a registered holder of record Shares (other than Excluded Shares and Dissenting Shares) entitled to receive the Per Share Merger Consideration pursuant to Section 3.1(a): (x) a letter of Eligible Units or TexNew Mex Unitstransmittal (which shall be in customary form for a company incorporated in the Cayman Islands, as applicable, that are (i) Certificates or (ii) Book-Entry Units not held through The Depositary Trust Company (“DTC”) notice advising such and shall specify the manner in which the delivery of the Per Share Merger Consideration to registered holders of the effectiveness of the Merger, including (A) appropriate transmittal materials specifying that delivery Shares shall be effected), and risk (y) instructions for use in effecting the surrender of loss and title to any issued share certificates representing Shares (the Certificates or such Book-Entry Units shall pass only upon delivery of the Certificates “Share Certificates”) (or affidavits and indemnities of loss in lieu of the Certificates, Share Certificates as provided in Section 4.73.2(f)) or transfer of non-certificated Shares represented by book entry (“Uncertificated Shares”) and/or such other documents as may be required to receive the Book-Entry Unit Per Share Merger Consideration. Promptly following any Shares ceasing to be Dissenting Shares pursuant to Section 3.6(c), Parent shall cause the Paying Agent to mail to the Exchange Agent (including customary provisions with respect to delivery of an “agent’s message” with respect to Book-Entry Units)applicable shareholders the documents described in the immediately preceding sentence. Upon surrender of, such materials to be in such form and have such other provisions as the TMLP Parties desire with approval of the WMLP Parties (such approval not to be unreasonably withheldif applicable, conditioned or delayed) (the “Letter of Transmittal”), and (B) instructions for surrendering the Certificates a Share Certificate (or affidavits affidavit and indemnity of loss in lieu of the CertificatesShare Certificate as provided in Section 3.2(f)) for cancellation or Uncertificated Shares and/or such other documents as may be required pursuant to such instructions to the Paying Agent in accordance with the terms of such letter of transmittal, duly executed in accordance with the instructions thereto, each registered holder of such Shares shall be entitled to receive in exchange therefor a cheque, in the amount equal to (x) the number of Shares (other than Excluded Shares and Dissenting Shares) represented by such Share Certificate (or affidavit and indemnity of loss in lieu of the Share Certificate as provided in Section 3.2(f)) or transferring the Book-Entry Units to number of Uncertificated Shares multiplied by (y) the Exchange Agent in exchange for the Per Share Merger Consideration, cash in lieu of fractional units of TMLP Common Units, if any, to and the Share Certificates so surrendered shall forthwith be issued or paid in consideration therefor and distributions, in each case, to which such holders are entitled pursuant to the terms of this Agreement. With respect to Book-Entry Units held through DTC, TMLP and WMLP shall cooperate to establish procedures with the Exchange Agent and DTC to ensure that the Exchange Agent will transmit to DTC or its nominees on the Closing Date (or if Closing occurs after 11:30 a.m. (New York Time) on the Closing Date, on the first Business Day after the Closing Date), upon surrender of Eligible Units or TexNew Mex Units, as applicable, held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures, the Merger Consideration, TexNew Mex Unit Consideration, as applicable, cash in lieu of fractional units of TMLP Common Units, if any, to be issued or paid in consideration therefor and distributions, in each case, to which the beneficial owners thereof are entitled pursuant to the terms of this Agreementcancelled.

Procedures for Surrender. (a) Promptly after the Merger Effective Time (and but in any no event within four Business Days thereafterlater than five (5) business days after the Merger Effective Time), TMLP Parent shall, and shall cause the Surviving Entity to, cause the Exchange Agent to mail (and make available for collection by hand) to each holder of record of Eligible Units a certificate or TexNew Mex Unitscertificates which immediately prior to the Merger Effective Time represented outstanding Company Shares (the “Certificates”), as applicableor uncertificated Company Shares (“Book-Entry Shares”), that are and in each case whose Company Shares were exchanged pursuant to Section 2.1 for the right to receive shares of Parent Common Stock, (i) Certificates or (ii) Book-Entry Units not held through The Depositary Trust Company (“DTC”) notice advising such holders a letter of the effectiveness of the Mergertransmittal, including (A) appropriate transmittal materials specifying which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or such Book-Entry Units shall pass pass, only upon delivery of such Certificates (or affidavits of loss in lieu thereof) to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify and (ii) instructions for effecting the surrender of the Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.7thereof) or transfer of the Book-Entry Unit Shares in exchange for payment of shares of Parent Common Stock for which such Company Shares are to be exchanged, including, any amount payable in respect of the Fractional Share Consideration in accordance with Section 2.6, and any dividends or other distributions in accordance with Section 2.2(f). Upon surrender of a Certificate (or an affidavit of loss in lieu thereof) or Book-Entry Share for cancellation to the Exchange Agent (including customary provisions or to such other agent or agents as may be appointed by Parent or the Surviving Entity, together with respect such letter of transmittal duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to delivery such instructions, the holder of an “agent’s message” with respect to such Certificate or Book-Entry UnitsShare shall be entitled to receive in exchange therefor (A) the shares of Parent Common Stock for each share of Company Common Stock formerly represented by such Certificate or Book-Entry Share pursuant to the provisions of this Article II (rounded down to the nearest whole share), (B) a check or wire transfer representing any Fractional Share Consideration that such materials holder of a Certificate or Book-Entry Share has the right to be in such form and have such other receive pursuant to the provisions as the TMLP Parties desire with approval of the WMLP Parties (such approval not to be unreasonably withheld, conditioned or delayed) (the “Letter of Transmittal”)Section 2.6, and (C) any amounts that such holder of a Certificate or Book-Entry Share has the right to receive in respect of dividends or other distributions in accordance with Section 2.2(f) for each Company Share formerly represented by such Certificate or Book-Entry Share. The amounts due pursuant to clauses (A), (B) instructions and (C) shall be mailed to such holder (or made available for collection by hand if so elected by the surrendering holder) within five (5) business days following the later to occur of the Merger Effective Time or the Exchange Agent’s receipt of such Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share, and the Certificate or Book-Entry Share so surrendered shall be forthwith cancelled. The Exchange Agent shall accept such Certificates (or affidavits of loss in lieu of the Certificatesthereof) or transferring the Book-Book- Entry Units to Shares upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange for practices. If payment of the Merger Consideration, cash in lieu of fractional units of TMLP Common Units, if any, Consideration is to be issued made to a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition precedent of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer, and the Person requesting such payment shall have paid in consideration therefor any transfer and distributions, in each case, other similar Taxes required by reason of the payment of the Merger Consideration to which such holders are entitled pursuant a Person other than the registered holder of the Certificate surrendered or shall have established to the terms satisfaction of this Agreementthe Surviving Entity that such Tax either has been paid or is not required to be paid. With Payment of the applicable Merger Consideration with respect to Book-Entry Units held through DTCShares shall only be made to the Person in whose name such Book-Entry Shares are registered. Until surrendered as contemplated by this Section 2.2, TMLP each Certificate and WMLP Book-Entry Share shall cooperate to establish procedures with the Exchange Agent and DTC to ensure that the Exchange Agent will transmit to DTC or its nominees on the Closing Date (or if Closing occurs after 11:30 a.m. (New York Time) on the Closing Date, on the first Business Day at any time after the Closing Date)Merger Effective Time represent only the right to receive the applicable Merger Consideration as contemplated by this Article II, upon surrender including any amount payable in respect of Eligible Units or TexNew Mex Units, as applicable, held of record by DTC or its nominees the Fractional Share Consideration in accordance with DTC’s customary surrender proceduresSection 2.6 and any dividends or other distributions in accordance with Section 2.2(f), the Merger Consideration, TexNew Mex Unit Consideration, as applicable, cash in lieu without interest thereon. Shares of fractional units of TMLP Parent Common Units, if any, to be issued or paid in consideration therefor and distributions, in each case, to which the beneficial owners thereof are entitled Stock deliverable pursuant to the terms this Section 2.2(b) in exchange for shares of this AgreementCompany Common Stock shall be in uncertificated book-entry form.

Procedures for Surrender. (a) Promptly As promptly as practicable after the Effective Time (and but in any no event within four Business Days thereafterlater than three (3) business days after the Effective Time), TMLP Parent shall, and shall cause the Exchange Surviving Corporation to, cause the Paying Agent to mail (and make available for collection by hand) to each holder of record of Eligible Units a certificate or TexNew Mex Units, as applicable, that are certificates which immediately prior to the Effective Time represented outstanding Shares (the “Certificates”) or non-certificated Shares represented by book-entry (“Book-Entry Shares”) and whose Shares were converted pursuant to Section 2.1 into the right to receive the applicable Merger Consideration (i) Certificates or (ii) Book-Entry Units not held through The Depositary Trust Company (“DTC”) notice advising such holders a letter of the effectiveness of the Mergertransmittal, including (A) appropriate transmittal materials specifying which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or such Book-Entry Units shall pass pass, only upon delivery of the Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.7thereof) or transfer of the Book-Entry Unit to the Exchange Paying Agent (including customary provisions with respect to delivery of an “agent’s message” with respect to Book-Entry Units), such materials to and shall be in such form and have such other provisions as the TMLP Parties desire with approval of the WMLP Parties (such approval not to be unreasonably withheld, conditioned or delayed) (the “Letter of Transmittal”), Parent may reasonably specify and (Bii) instructions for surrendering effecting the surrender of the Certificates (or affidavits of loss in lieu of the Certificatesthereof) or transferring the Book-Entry Units to the Exchange Agent Shares in exchange for payment of the applicable Merger Consideration, cash Consideration and for submitting Form W-9 or the appropriate series of Form W-8. Upon surrender of a Certificate (or an affidavit of loss in lieu thereof) or Book-Entry Share for cancellation to the Paying Agent or to such other agent or agents reasonably acceptable to the Company as may be appointed by Parent or the Surviving Corporation, together with such letter of fractional units transmittal duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of TMLP Common Units, if anysuch Certificate or Book-Entry Share shall be entitled to receive in exchange therefor the applicable Merger Consideration for each Share formerly represented by such Certificate or Book-Entry Share, to be issued mailed (or made available for collection by hand if so elected by the surrendering holder) within five (5) business days following the later to occur of (i) the Effective Time or (ii) the Paying Agent’s receipt of such Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share, and the Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share so surrendered shall be forthwith cancelled. The Paying Agent shall accept such Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. If payment of the applicable Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition precedent of payment that (A) the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and (B) the Person requesting such payment shall have paid in consideration therefor any transfer and distributions, in each case, other similar Taxes required by reason of the payment of the applicable Merger Consideration to which such holders are entitled pursuant a Person other than the registered holder of the Certificate surrendered or shall have established to the terms satisfaction of this Agreementthe Surviving Corporation that such Tax either has been paid or is not required to be paid. With Payment of the applicable Merger Consideration with respect to Book-Entry Units held through DTCShares shall only be made to the Person in whose name such Book-Entry Shares are registered. Until surrendered as contemplated by this Section 2.2, TMLP each Certificate and WMLP Book-Entry Share shall cooperate to establish procedures with the Exchange Agent and DTC to ensure that the Exchange Agent will transmit to DTC or its nominees on the Closing Date (or if Closing occurs after 11:30 a.m. (New York Time) on the Closing Date, on the first Business Day be deemed at any time after the Closing Date)Effective Time to represent only the right to receive the applicable Merger Consideration in cash as contemplated by this Article II, upon surrender of Eligible Units or TexNew Mex Units, as applicable, held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures, the Merger Consideration, TexNew Mex Unit Consideration, as applicable, cash in lieu of fractional units of TMLP Common Units, if any, to be issued or paid in consideration therefor and distributions, in each case, to which the beneficial owners thereof are entitled pursuant to the terms of this Agreementwithout interest thereon.

Procedures for Surrender. (a) Promptly after the First Effective Time (Time, Parent shall, and in any event within four Business Days thereafter)shall cause the Surviving Company to, TMLP shall cause the Exchange Agent to mail (and make available for collection by hand) to each holder of record of Eligible Units a certificate or TexNew Mex Units, as applicable, that are certificates which immediately prior to the First Effective Time represented outstanding Company Shares (the “Certificates”) or non-certificated Company Shares represented by book-entry (“Book-Entry Shares”) and whose Company Shares were converted pursuant to Section 3.1 into the right to receive the Merger Consideration (i) Certificates or (ii) Book-Entry Units not held through The Depositary Trust Company (“DTC”) notice advising such holders a letter of the effectiveness of the Mergertransmittal, including (A) appropriate transmittal materials specifying which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or such Book-Entry Units shall pass pass, only upon delivery of the Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.7thereof) or transfer of the Book-Entry Unit to the Exchange Agent (including customary provisions with respect to delivery of an “agent’s message” with respect to Book-Entry Units), such materials to and shall be in such form and have such other provisions as the TMLP Parties desire with approval of the WMLP Parties (such approval not to be unreasonably withheld, conditioned or delayed) (the “Letter of Transmittal”), Parent may reasonably specify and (Bii) instructions for surrendering effecting the surrender of the Certificates (or affidavits of loss in lieu of the Certificatesthereof) or transferring the Book-Entry Units Shares in exchange for payment of the Merger Consideration into which such Company Shares have been converted pursuant to Section 3.1, including any amount payable in respect of Fractional Share Consideration in accordance with Section 3.6, and any dividends or other distributions on shares of Parent Common Stock in accordance with Section 3.2(f). Upon surrender of a Certificate (or an affidavit of loss in lieu thereof) or Book-Entry Share for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent or the Surviving Company, together with such letter of transmittal duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificate or Book-Entry Share shall be entitled to receive in exchange therefor the applicable Merger Consideration pursuant to the provisions of this Article III, any Fractional Share Consideration that such holder has the right to receive pursuant to the provisions of Section 3.6, and any amounts that such holder has the right to receive in respect of dividends or other distributions on shares of Parent Common Stock in accordance with Section 3.2(f) for the Merger Consideration, cash in lieu of fractional units of TMLP Common Units, if anyeach Company Share formerly represented by such Certificate or Book-Entry Share, to be issued mailed (or paid in consideration therefor made available for collection by hand if so elected by the surrendering holder) within five (5) business days following the later to occur of (x) the Election Deadline and distributions, in each case, to which such holders are entitled the determination of pro ration pursuant to Section 3.1(e) or (y) the Exchange Agent’s receipt of such Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share, and the Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share so surrendered shall be forthwith cancelled. The Exchange Agent shall accept such Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. If payment of this Agreementthe Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition precedent of payment that (A) the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and (B) the Person requesting such payment shall have paid any transfer and other similar Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Company that such Tax either has been paid or is not required to be paid. With Payment of the applicable Merger Consideration with respect to Book-Entry Units held through DTCShares shall only be made to the Person in whose name such Book-Entry Shares are registered. Until surrendered as contemplated by this Section 3.2, TMLP each Certificate and WMLP Book-Entry Share shall cooperate to establish procedures with the Exchange Agent and DTC to ensure that the Exchange Agent will transmit to DTC or its nominees on the Closing Date (or if Closing occurs after 11:30 a.m. (New York Time) on the Closing Date, on the first Business Day be deemed at any time after the Closing Date)First Effective Time to represent only the right to receive the applicable Merger Consideration as contemplated by this Article III, upon surrender including any amount payable in respect of Eligible Units or TexNew Mex Units, as applicable, held of record by DTC or its nominees Fractional Share Consideration in accordance with DTC’s customary surrender proceduresSection 3.6, the Merger Considerationand any dividends or other distributions on shares of Parent Common Stock in accordance with Section 3.2(f), TexNew Mex Unit Consideration, as applicable, cash in lieu of fractional units of TMLP Common Units, if any, to be issued or paid in consideration therefor and distributions, in each case, to which the beneficial owners thereof are entitled pursuant to the terms of this Agreementwithout interest thereon.

Procedures for Surrender. (a) Promptly As soon as reasonably practicable after the Effective Time (and in any no event within four later than three Business Days thereafterfollowing the Closing Date), TMLP Acquiror shall cause the Exchange Agent to mail to each holder of record shares of Eligible Units or TexNew Mex Units, as applicable, Company Stock that are were converted pursuant to Section 3.01(a) into the right to receive shares of Acquiror Common Stock (i) Certificates with respect to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Stock (ii) Book-Entry Units not held through The Depositary Trust each, a “Company Certificate” and, collectively, the “Company Certificates”), a letter of transmittal in substantially the form attached hereto as Exhibit H (the “DTCLetter of Transmittal”) notice advising such holders of the effectiveness of the Merger), including (A) appropriate transmittal materials specifying which shall specify that delivery shall be effected, and risk of loss and title to the Company Certificates or such Book-Entry Units shall pass pass, only upon delivery of the Company Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.7thereof) or transfer of the Book-Entry Unit to the Exchange Agent (including customary provisions with respect to delivery of an “agent’s message” with respect to Book-Entry Units), such materials to be in such form and have such other provisions as the TMLP Parties desire with approval of the WMLP Parties (such approval not to be unreasonably withheld, conditioned or delayed) (the “Letter of Transmittal”), and (Bii) instructions for surrendering effecting the surrender of the Company Certificates (or affidavits of loss in lieu thereof) in exchange for payment of the Certificatesshares of Acquiror Common Stock into which such shares of Company Stock have been converted pursuant to Section 3.01(a), including any cash amount payable in respect of fractional shares of Acquiror Common Stock in accordance with Section 3.07 and any cash dividends or distributions payable in accordance with Section 3.03(c). Upon surrender of a Company Certificate (or an affidavit of loss in lieu thereof) or transferring the Book-Entry Units for cancellation to the Exchange Agent Agent, together with such Letter of Transmittal completed and validly executed in accordance with the instructions thereto, and such other documents as may be reasonably required pursuant to such instructions, such holder shall be entitled to receive in exchange for therefor (A) that number of whole shares of Acquiror Common Stock (which shall be in uncertificated book-entry form) representing the Merger Per Share Common Stock Consideration and the Per Share Preferred Stock Consideration, as applicable, into which such shares of Company Common Stock and Company Preferred Stock, as applicable, have been converted pursuant to Section 3.01(a); (B) any cash in lieu of fractional units shares of TMLP Acquiror Common Units, if any, Stock that such holder has the right to be issued or paid in consideration therefor and distributions, in each case, to which such holders are entitled receive pursuant to Section 3.07 for each share of Company Stock formerly represented by such Company Certificate and (C) any cash dividends or distributions payable in accordance with Section 3.03(c), and the Company Certificate (or affidavit of loss in lieu thereof) so surrendered shall be forthwith cancelled. The Exchange Agent shall accept such Company Certificates (or affidavits of loss in lieu thereof) upon compliance with such reasonable terms of this Agreement. With respect to Book-Entry Units held through DTC, TMLP and WMLP shall cooperate to establish procedures with conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. If any payment in respect of a surrendered Company Certificate is to be made to a Person other than the Person in whose name the surrendered Company Certificate is registered, it shall be a condition precedent of payment that (x) the Company Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer (if applicable) and DTC (y) the Person requesting such payment shall have paid any transfer and other similar Taxes required by reason of the payment being made to ensure that a Person other than the registered holder of the Company Certificate surrendered or shall have established to the reasonable satisfaction of Acquiror or the Exchange Agent will transmit to DTC that such Tax either has been paid or its nominees on the Closing Date (or if Closing occurs after 11:30 a.m. (New York Time) on the Closing Date, on the first Business Day after the Closing Date), upon surrender of Eligible Units or TexNew Mex Units, as applicable, held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures, the Merger Consideration, TexNew Mex Unit Consideration, as applicable, cash in lieu of fractional units of TMLP Common Units, if any, is not required to be issued paid. The approval of this Agreement by the requisite vote or paid in consideration therefor written consent of holders of Company Stock required by the Company Certificate of Incorporation and distributions, in each case, applicable Law shall also be deemed to which the beneficial owners thereof are entitled pursuant constitute approval of all arrangements relating to the terms Transactions and to the provisions hereof binding upon the Company Stockholders, including the releases, waivers and other provisions of this Agreementthe Letter of Transmittal.

Procedures for Surrender. (a) Promptly after the First Effective Time (Time, Parent shall, and in any event within four Business Days thereafter)shall cause the Surviving Company to, TMLP shall cause the Exchange Agent to mail (and make available for collection by hand) to each holder of record of Eligible Units a certificate or TexNew Mex Units, as applicable, that are certificates which immediately prior to the First Effective Time represented outstanding Company Shares (the “Certificates”) or non-certificated Company Shares represented by book-entry (“Book-Entry Shares”) and whose Company Shares were converted pursuant to Section 2.1 into the right to receive the Merger Consideration (i) Certificates or (ii) Book-Entry Units not held through The Depositary Trust Company (“DTC”) notice advising such holders a letter of the effectiveness of the Mergertransmittal, including (A) appropriate transmittal materials specifying which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or such Book-Entry Units shall pass pass, only upon delivery of the Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.7thereof) or transfer of the Book-Entry Unit to the Exchange Agent (including customary provisions with respect to delivery of an “agent’s message” with respect to Book-Entry Units), such materials to and shall be in such form and have such other provisions as the TMLP Parties desire with approval of the WMLP Parties (such approval not to be unreasonably withheld, conditioned or delayed) (the “Letter of Transmittal”), Parent may reasonably specify and (Bii) instructions for surrendering effecting the surrender of the Certificates (or affidavits of loss in lieu of the Certificatesthereof) or transferring the Book-Entry Units Shares in exchange for payment of the Merger Consideration into which such Company Shares have been converted pursuant to Section 2.1, including any amount payable in respect of Fractional Share Consideration in accordance with Section 2.7, and any dividends or other distributions on shares of Parent Stock in accordance with Section 2.3(f). Upon surrender of a Certificate (or an affidavit of loss in lieu thereof) or Book-Entry Share for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent or the Surviving Company, together with such letter of transmittal duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificate or Book-Entry Share shall be entitled to receive in exchange therefor the applicable Merger Consideration pursuant to the provisions of this Article II, any Fractional Share Consideration that such holder has the right to receive pursuant to the provisions of Section 2.7, and any amounts that such holder has the right to receive in respect of dividends or other distributions on shares of Parent Stock in accordance with Section 2.3(f) for the Merger Consideration, cash in lieu of fractional units of TMLP Common Units, if anyeach Company Share formerly represented by such Certificate or Book-Entry Share, to be issued mailed (or made available for collection by hand if so elected by the surrendering holder) within five (5) business days following the later to occur of (x) the First Effective Time or (y) the Exchange Agent’s receipt of such Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share, and the Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share so surrendered shall be forthwith cancelled. The Exchange Agent shall accept such Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition precedent of payment that (A) the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and (B) the Person requesting such payment shall have paid in consideration therefor any transfer and distributions, in each case, other similar Taxes required by reason of the payment of the Merger Consideration to which such holders are entitled pursuant a Person other than the registered holder of the Certificate surrendered or shall have established to the terms satisfaction of this Agreementthe Surviving Company that such Tax either has been paid or is not required to be paid. With Payment of the applicable Merger Consideration with respect to Book-Entry Units held through DTCShares shall only be made to the Person in whose name such Book-Entry Shares are registered. Until surrendered as contemplated by this Section 2.3, TMLP each Certificate and WMLP Book-Entry Share shall cooperate to establish procedures with the Exchange Agent and DTC to ensure that the Exchange Agent will transmit to DTC or its nominees on the Closing Date (or if Closing occurs after 11:30 a.m. (New York Time) on the Closing Date, on the first Business Day be deemed at any time after the Closing Date)First Effective Time to represent only the right to receive the applicable Merger Consideration as contemplated by this Article II, upon surrender including any amount payable in respect of Eligible Units or TexNew Mex Units, as applicable, held of record by DTC or its nominees Fractional Share Consideration in accordance with DTC’s customary surrender proceduresSection 2.7, the Merger Considerationand any dividends or other distributions on shares of Parent Stock in accordance with Section 2.3(f), TexNew Mex Unit Consideration, as applicable, cash in lieu of fractional units of TMLP Common Units, if any, to be issued or paid in consideration therefor and distributions, in each case, to which the beneficial owners thereof are entitled pursuant to the terms of this Agreementwithout interest thereon.

Procedures for Surrender. (a) Promptly after the Effective Time (and in any event within four three Business Days thereafter), TMLP the Surviving Corporation shall cause the Exchange Agent to mail to each holder of record of Eligible Units or TexNew Mex Units, as applicable, Shares that are (i) Certificates or (ii) Book-Entry Units not held through The Depositary Trust Company (“DTC”) Shares notice advising such holders of the effectiveness of the Merger, including (A) appropriate transmittal materials specifying that delivery shall be effected, and risk of loss and title to the Certificates or such Book-Entry Units Shares shall pass only upon delivery of the Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.73.7) or transfer of the Book-Entry Unit Shares to the Exchange Agent (including customary provisions with respect to delivery of an “agent’s message” with respect to Book-Entry UnitsShares), such materials to be in such form and have such other provisions as the TMLP Parties desire Parent desires with approval of the WMLP Parties Company (such approval not to be unreasonably withheld, conditioned or delayed) (the “Letter of Transmittal”), and (B) instructions for surrendering the Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 3.7) or transferring the Book-Entry Units Shares to the Exchange Agent in exchange for the Merger Consideration, cash in lieu of fractional units shares of TMLP Parent Common UnitsStock, if any, to be issued or paid in consideration therefor therefor, and any dividends or distributions, in each case, to which such holders are entitled pursuant to the terms of this Agreement. With respect to Book-Entry Units held through DTCShares, TMLP Parent and WMLP the Company shall cooperate to establish procedures with the Exchange Agent and DTC the holders of Book-Entry Shares to ensure that the Exchange Agent will transmit to DTC such holder or its nominees on the Closing Date (or if the Closing occurs after 11:30 a.m. (New York Timetime) on the Closing Date, on the first Business Day after the Closing Date), upon surrender of Eligible Units or TexNew Mex Units, as applicable, Shares held of record by DTC such holder or its nominees in accordance with DTC’s customary surrender procedures, the Merger Consideration, TexNew Mex Unit Consideration, as applicable, cash in lieu of fractional units shares of TMLP Parent Common UnitsStock, if any, to be issued or paid in consideration therefor therefor, and any dividends or distributions, in each case, to which the beneficial owners thereof are entitled pursuant to the terms of this Agreement.

Procedures for Surrender. (a) Promptly after the Effective Time (Time, Holdco shall, and in any event within four Business Days thereafter)shall cause the Surviving Corporation to, TMLP shall cause the Exchange Agent to mail (and make available for collection by hand) to each holder of record of Eligible Units a certificate or TexNew Mex Units, as applicable, certificates that are immediately prior to the Effective Time represented outstanding Company Shares (the “Company Certificates”) or non-certificated Company Shares represented by book-entry (“Company Book-Entry Shares”) and whose Company Shares were converted pursuant to Section 2.1 into the right to receive the Merger Consideration (i) Certificates or (ii) Book-Entry Units not held through The Depositary Trust Company (“DTC”) notice advising such holders a letter of the effectiveness of the Mergertransmittal, including (A) appropriate transmittal materials specifying which shall specify that delivery shall be effected, and risk of loss and title to the Company Certificates or such Book-Entry Units shall pass pass, only upon delivery of the Company Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.7thereof) or transfer of the Book-Entry Unit to the Exchange Agent (including customary provisions with respect to delivery of an “agent’s message” with respect to Book-Entry Units), such materials to and shall be in such form and have such other provisions as the TMLP Parties desire with approval of the WMLP Parties (such approval not to be unreasonably withheld, conditioned or delayed) (the “Letter of Transmittal”), Holdco may reasonably specify and (Bii) instructions for surrendering effecting the surrender of the Company Certificates (or affidavits of loss in lieu of the Certificatesthereof) or transferring the Company Book-Entry Units Shares in exchange for payment of the Merger Consideration into which such Company Shares have been converted pursuant to Section 2.1, including any amount payable in respect of Fractional Share Consideration in accordance with Section 2.6, and any dividends or other distributions on Holdco Shares in accordance with Section 2.2(f). Upon surrender of a Company Certificate (or an affidavit of loss in lieu thereof) or Company Book-Entry Share for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Holdco or the Surviving Corporation (including, if applicable, upon receipt of an “agent’s message” by the Exchange Agent with respect to the transfer of Company Book-Entry Shares), together with such letter of transmittal duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Company Certificate or Company Book-Entry Share shall be entitled to receive in exchange for therefor the Merger ConsiderationConsideration pursuant to the provisions of this Article II, cash any Fractional Share Consideration that such holder has the right to receive pursuant to the provisions of Section 2.6, and any amounts that such holder has the right to receive in respect of dividends or other distributions on Holdco Shares in accordance with Section 2.2(f) for each Company Share formerly represented by such Company Certificate or Company Book-Entry Share, and the Company Certificate or Company Book-Entry Share so surrendered shall be forthwith cancelled. The Exchange Agent shall accept such Company Certificates (or affidavits of loss in lieu thereof) or Company Book-Entry Shares upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. If payment of fractional units of TMLP Common Units, if any, the Merger Consideration is to be issued made to a Person other than the Person in whose name the surrendered Company Certificate or Company Book-Entry Share is registered, it shall be a condition precedent of payment that (A) the Company Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer (and the Company Book-Entry Share so surrendered shall be in proper form for transfer) and (B) the Person requesting such payment shall have paid any transfer and other similar Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Company Certificate or Company Book-Entry Share (as applicable) surrendered or shall have established to the satisfaction of Holdco that such Tax either has been paid or is not required to be paid. Until surrendered as contemplated by this Section 2.2, each Company Certificate and Company Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration as contemplated by this Article II, including any amount payable in consideration therefor respect of Fractional Share Consideration in accordance with Section 2.6, and distributionsany dividends or other distributions on Holdco Shares in accordance with Section 2.2(f), in each case, to which such holders are entitled pursuant to the terms of this Agreement. With respect to Book-Entry Units held through DTC, TMLP and WMLP shall cooperate to establish procedures with the Exchange Agent and DTC to ensure that the Exchange Agent will transmit to DTC or its nominees on the Closing Date (or if Closing occurs after 11:30 a.m. (New York Time) on the Closing Date, on the first Business Day after the Closing Date), upon surrender of Eligible Units or TexNew Mex Units, as applicable, held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures, the Merger Consideration, TexNew Mex Unit Consideration, as applicable, cash in lieu of fractional units of TMLP Common Units, if any, to be issued or paid in consideration therefor and distributions, in each case, to which the beneficial owners thereof are entitled pursuant to the terms of this Agreementcase without interest thereon.