AGREEMENT AND PLAN OF MERGER BY AND AMONG AES LUMOS HOLDINGS, LLC, PIP5 LUMOS LLC, AES LUMOS MERGER SUB, LLC, PIP5 LUMOS MS LLC, FTP POWER LLC, AND FIR TREE SOLAR LLC DATED AS OF FEBRUARY 19, 2017Agreement and Plan of Merger • February 27th, 2017 • Aes Corp • Cogeneration services & small power producers • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of February 19, 2017 (the “Effective Date”), is made and entered into by and among FTP Power LLC, a Delaware limited liability company (the “Company”), AES Lumos Holdings, LLC, a Delaware limited liability company (“Parent I”), PIP5 Lumos LLC, a Delaware limited liability company (“Parent II” and together with Parent I, “Parents”), AES Lumos Merger Sub, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Parent I (“Merger Sub I”), PIP5 Lumos MS LLC, a Delaware limited liability company and a wholly-owned subsidiary of Parent II (“Merger Sub II” and together with Merger Sub I, “Merger Subs”) and Fir Tree Solar LLC, a Delaware limited liability company (the “Majority Member”). The Company, Parent I, Parent II, Merger Sub I, Merger Sub II and the Majority Member are referred to herein sometimes individually as a “Party” and collectively as the “Parties.” Capitalized terms used and not otherwise defined e
