PURCHASE AGREEMENT AND PLAN OF MERGER among ARC LOGISTICS PARTNERS LP, ARC LOGISTICS GP LLC, LIGHTFOOT CAPITAL PARTNERS GP LLC, LIGHTFOOT CAPITAL PARTNERS, LP, ZENITH ENERGY U.S., L.P., ZENITH ENERGY U.S. GP, LLC ZENITH ENERGY U.S. LOGISTICS HOLDINGS,...Purchase Agreement and Plan of Merger • August 29th, 2017 • Arc Logistics Partners LP • Wholesale-petroleum bulk stations & terminals • Delaware
This PURCHASE AGREEMENT AND PLAN OF MERGER, dated as of August 29, 2017 (this “Agreement”), is by and among Arc Logistics Partners LP, a Delaware limited partnership (“MLP”), Arc Logistics GP LLC, a Delaware limited liability company and the general partner of MLP (“MLP GP” and, together with MLP, the “MLP Entities”), Lightfoot Capital Partners, LP, a Delaware limited partnership (“LCP LP”), Lightfoot Capital Partners GP LLC, a Delaware limited liability company and the general partner of LCP LP (“LCP GP” and, together with LCP LP, the “Lightfoot Entities”), Zenith Energy U.S., L.P., a Delaware limited partnership (“Parent”), Zenith Energy U.S. GP, LLC, a Delaware limited liability company and the general partner of Parent (“Parent GP”), Zenith Energy U.S. Logistics Holdings, LLC, a Delaware limited liability company and a Subsidiary of Parent (“Holdings”), and Zenith Energy U.S. Logistics, LLC, a Delaware limited liability company and a Subsidiary of Holdings (“Merger Sub” and, togeth
