AGREEMENT AND PLAN OF MERGER BY AND AMONG STONEPEAK INFRASTRUCTURE FUND IV CAYMAN (AIV III) LP LIMESTONE MERGER SUB, INC. TEEKAY LNG PARTNERS, L.P. AND TEEKAY GP L.L.C. DATED AS OF OCTOBER 4, 2021Agreement and Plan of Merger • October 12th, 2021 • Teekay Corp • Deep sea foreign transportation of freight • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of October 4, 2021 (this “Agreement”), is entered into by and among Stonepeak Infrastructure Fund IV Cayman (AIV III) LP, a Cayman Islands exempted limited partnership (“Parent”), Limestone Merger Sub, Inc., a Marshall Islands corporation (“Merger Sub” and, with Parent, the “Parent Entities”), Teekay LNG Partners, L.P., a Republic of Marshall Islands limited partnership (“Partnership”), and Teekay GP LLC, a Republic of Marshall Islands limited liability company and the general partner of Partnership (“General Partner”). Parent, Merger Sub, Partnership and General Partner are each sometimes referred to as a “Party” and collectively as the “Parties”.
Voting and Support AgreementVoting and Support Agreement • October 12th, 2021 • Teekay Corp • Deep sea foreign transportation of freight • Delaware
This Voting and Support Agreement (this “Agreement”), dated as of October 4, 2021, is entered into by and between Teekay Corporation, a Republic of Marshall Islands corporation (“TKC”) and a direct and indirect common unitholder of Teekay LNG Partners, L.P. a Republic of Marshall Islands limited partnership (the “Partnership”), Teekay Finance Limited, a Bermuda corporation (“TFL” and together with TKC, the “TK Parties”) a direct common unitholder of the Partnership, and Stonepeak Infrastructure Fund IV Cayman (AIV III) LP, a Cayman Islands exempted limited partnership (“Parent”). Parent, TKC and TFL are each sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
LIMITED LIABILITY COMPANY INTEREST PURCHASE AGREEMENT by and between TEEKAY CORPORATION (“Seller”) and STONEPEAK INFRASTRUCTURE FUND IV CAYMAN (AIV III) LP (“Buyer”) dated as of October 4, 2021Limited Liability Company Interest • October 12th, 2021 • Teekay Corp • Deep sea foreign transportation of freight • Delaware
THIS LIMITED LIABILITY COMPANY INTEREST PURCHASE AGREEMENT (this “Agreement”), is entered into by and between Teekay Corporation, a Republic of Marshall Islands corporation (“Seller”), and Stonepeak Infrastructure Fund IV Cayman (AIV III) LP, a Cayman Islands exempted limited partnership (“Buyer” and each of Seller and Buyer, a “Party”).
