FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF TALLGRASS ENERGY GP, LP A Delaware Limited Partnership Dated as ofKelso GP VIII, LLC • May 22nd, 2015 • Natural gas transmission • Delaware
THIS FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF TALLGRASS ENERGY GP, LP dated as of , 2015, is entered into by and between TEGP Management, LLC, a Delaware limited liability company, as the General Partner, the Persons executing a counterpart of this Agreement as Limited Partners and any other Persons who become Partners in the Partnership or parties hereto as provided herein. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 22nd, 2015 • Kelso GP VIII, LLC • Natural gas transmission • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of , 2015, by and among Tallgrass Energy GP, LP, a limited partnership (the “Company”), and each of the parties listed on Annex A (the “Initial Holders”) (each a “Party” and collectively, the “Parties”).
TALLGRASS EQUITY, LLC SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of , 2015Limited Liability Company Agreement • May 22nd, 2015 • Kelso GP VIII, LLC • Natural gas transmission • Delaware
This SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Tallgrass Equity, LLC (the “Company”), dated and effective as of , 2015 (the “Effective Date”), is adopted, executed and agreed to, for good and valuable consideration, by and among the Company and each other Person who is or at any time becomes a Member in accordance with the terms of this Agreement and the Act. Any reference in this Agreement to any Member shall include such Member’s Successors in Interest to the extent such Successors in Interest have become Substituted Members in accordance with the provisions of this Agreement.
JOINT FILING AGREEMENTJoint Filing Agreement • May 22nd, 2015 • Kelso GP VIII, LLC • Natural gas transmission
Pursuant to Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned agree that the Statement on Schedule 13D and any amendments thereto to which this exhibit is attached is filed on behalf of each of them.
DISTRIBUTION, ASSIGNMENT AND ASSUMPTION AGREEMENT (Interest in Tallgrass Energy GP, LP)Distribution, Assignment and Assumption Agreement • May 22nd, 2015 • Kelso GP VIII, LLC • Natural gas transmission • Delaware
This DISTRIBUTION, ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”), dated as of , 2015, is entered into by and among Tallgrass Energy Holdings, LLC, a Delaware limited liability company (“Assignor”), and each of the members of Assignor listed in Exhibit A hereto (each, an “Assignee”; collectively, the “Assignees”). Assignor and the Assignees may be referred to individually as a “Party” or collectively as the “Parties.” Capitalized terms used herein and not otherwise defined have the meaning given in the Limited Partnership Agreement of Tallgrass Energy GP, LP, a Delaware limited partnership (the “Partnership”), dated as of February 19, 2015 (as may hereafter be amended, supplemented or modified, the “Partnership Agreement”).
