1 EXHIBIT 2.1 CONTRIBUTION AND MERGER AGREEMENTContribution and Merger Agreement • July 19th, 1999 • Suiza Foods Corp • Ice cream & frozen desserts • Delaware
Tile Shop Holdings, Inc. 4,250,000 Shares Common Stock ($0.0001 par value) Underwriting AgreementContribution and Merger Agreement • June 3rd, 2013 • Tile Shop Holdings, Inc. • Retail-home furniture, furnishings & equipment stores • New York
Citigroup Global Markets Inc. Robert W. Baird & Co. Incorporated Piper Jaffray & Co. As Representatives of the several Underwriters, c/o Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013
CONTRIBUTION AND MERGER AGREEMENT DATED AS OF MARCH 22, 2010 BY AND AMONG AMERICAN RENAL HOLDINGS INC., THE ROLLOVER STOCKHOLDERS, WACHOVIA CAPITAL PARTNERS GP I, LLC, AS THE SELLERS’ REPRESENTATIVE, C.P. ATLAS HOLDINGS, INC., C.P. ATLAS INTERMEDIATE...Contribution and Merger Agreement • November 4th, 2010 • American Renal Associates LLC • Delaware
THIS CONTRIBUTION AND MERGER AGREEMENT (“Agreement”) is made as of March 22, 2010 by and among American Renal Holdings Inc., a Delaware corporation (“Company”); C.P. Atlas Holdings, Inc., a Delaware corporation (“Buyer”); C.P. Atlas Intermediate Holdings, LLC, a Delaware limited liability company and a wholly owned subsidiary of Buyer (“Intermediate Holdings”); C.P. Atlas Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Intermediate Holdings (“Merger Sub”); the stockholders of Company who are listed on Schedule A attached hereto (the “Rollover Stockholders”); and Wachovia Capital Partners GP I, LLC, a Delaware limited liability company, as Sellers’ Representative.
AMENDMENT NO. 1 TO CONTRIBUTION AND MERGER AGREEMENTContribution and Merger Agreement • May 14th, 2018 • TPG Pace Energy Holdings Corp. • Blank checks • Delaware
This Amendment No. 1 (this “Amendment”) is made as of May 10, 2018 by and among (i) EnerVest Energy Institutional Fund XIV-A, L.P., a Delaware limited partnership (“EV XIV-A”), EnerVest Energy Institutional Fund XIV-WIC, L.P., a Delaware limited partnership (“EV XIV-WIC”), EnerVest Energy Institutional Fund XIV-2A, L.P., a Delaware limited partnership (“EV XIV-2A”), and EnerVest Energy Institutional Fund XIV-3A, L.P., a Delaware limited partnership (“EV XIV-3A”), and EnerVest Energy Institutional Fund XIV-C, L.P., a Delaware limited partnership (“EV XIV-C” and, together with EV XIV-3A, EV XIV-A, EV XIV-WIC and EV XIV-2A, the “Contributors”, and each a “Contributor”), on the one part, and (ii) TPG Pace Energy Holdings Corp., a Delaware corporation (“Parent”), and TPG Pace Energy Parent LLC, a Delaware limited liability company (“Company”), on the other part, and amends that certain Contribution and Merger Agreement (the “Original Agreement”), dated as of March 20, 2018, by and among the
CONTRIBUTION AND MERGER AGREEMENT Among CATALYTICA ENERGY SYSTEMS, INC., RENEGY HOLDINGS, INC., SNOWFLAKE ACQUISITION CORPORATION, RENEGY, LLC, RENEGY TRUCKING, LLC, SNOWFLAKE WHITE MOUNTAIN POWER, LLC, ROBERT M. WORSLEY, CHRISTI M. WORSLEY And ROBERT...Contribution and Merger Agreement • May 8th, 2007 • Catalytica Energy Systems Inc • Engines & turbines • Delaware
This CONTRIBUTION AND MERGER AGREEMENT (this “Agreement”) is made and entered into as of May 8, 2007, by and among (i) Catalytica Energy Systems, Inc., a Delaware corporation (“Catalytica”), (ii) Renegy Holdings, Inc., a Delaware corporation and wholly-owned subsidiary of Catalytica (“Holdings”), (iii) Snowflake Acquisition Corporation, a Delaware corporation and wholly-owned subsidiary of Holdings (“Merger Sub”), (iv) Renegy, LLC, an Arizona limited liability company (“Renegy”), (v) Renegy Trucking, LLC, an Arizona limited liability company (“Renegy Trucking”), (vi) Snowflake White Mountain Power, LLC, an Arizona limited liability company (“Snowflake” and, together with Renegy and Renegy Trucking, the “Companies”), (vii) Robert M. Worsley (“R. Worsley”), (viii) Christi M. Worsley (“C. Worsley”) and (ix) the Robert M. Worsley and Christi M. Worsley Revocable Trust (the “Worsley Trust” and, together with R. Worsley and C. Worsley, “Worsley”).
AMENDED AND RESTATED CONTRIBUTION AND MERGER AGREEMENT AmongContribution and Merger Agreement • March 6th, 1998 • Tele Communications Inc /Co/ • Telephone communications (no radiotelephone) • Delaware
AMENDMENT NO. 1 TO CONTRIBUTION AND MERGER AGREEMENTContribution and Merger Agreement • August 9th, 2007 • Catalytica Energy Systems Inc • Engines & turbines
This Amendment No. 1 to Contribution and Merger Agreement (this “Amendment”) is made and entered into as of August 9, 2007, by and among (i) Catalytica Energy Systems, Inc., a Delaware corporation (“Catalytica”), (ii) Renegy Holdings, Inc., a Delaware corporation and wholly-owned subsidiary of Catalytica (“Holdings”), (iii) Snowflake Acquisition Corporation, a Delaware corporation and wholly-owned subsidiary of Holdings (“Merger Sub”), (iv) Renegy, LLC, an Arizona limited liability company (“Renegy”), (v) Renegy Trucking, LLC, an Arizona limited liability company (“Renegy Trucking”), (vi) Snowflake White Mountain Power, LLC, an Arizona limited liability company (“Snowflake” and, together with Renegy and Renegy Trucking, the “Companies”), (vii) Robert M. Worsley (“R. Worsley”), (viii) Christi M. Worsley (“C. Worsley”) and (ix) the Robert M. Worsley and Christi M. Worsley Revocable Trust (the “Worsley Trust” and, together with R. Worsley and C. Worsley, “Worsley”). All capitalized terms
CONTRIBUTION AND MERGER AGREEMENT AMONG JWC ACQUISITION CORP., THE TILE SHOP, LLC, AND ITS MEMBERS NABRON INTERNATIONAL, INC. TILE SHOP HOLDINGS, INC., AND TILE SHOP MERGER SUB, INC. JUNE 27, 2012Contribution and Merger Agreement • June 27th, 2012 • JWC Acquisition Corp. • Blank checks • Delaware
This Contribution and Merger Agreement (this “Agreement”) is entered into on June 27, 2012 by and between JWC Acquisition Corp., a Delaware corporation (“Buyer”), The Tile Shop, LLC, a Delaware limited liability company (the “Company”), ILTS, LLC, a Delaware limited liability company (“ILTS”), The Tile Shop, Inc., a Minnesota corporation (“TS Inc.”), JWTS, Inc., a Delaware corporation (“JWTS”), each of the other Members of the Company that are signatories to this Agreement (the “Other Members,” together with TS Inc., JWTS, and ILTS, the “Members”), Nabron International, Inc., a Bahamas corporation (“Nabron,” and, together with TS Inc., JWTS and the Other Members, the “Sellers”), Tile Shop Holdings, Inc., a Delaware corporation (“Holdings”), Tile Shop Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Holdings (“Merger Sub”) and Peter Jacullo, in his capacity as Sellers’ Representative. Sellers, ILTS, Buyer, the Company, Holdings, and Merger Sub, are referred to c
AMENDMENT NO. 2 TO CONTRIBUTION AND MERGER AGREEMENTContribution and Merger Agreement • September 21st, 2007 • Renegy Holdings, Inc. • Engines & turbines
This Amendment No. 2 to Contribution and Merger Agreement (this “Amendment”) is made and entered into as of September 20, 2007, by and among (i) Catalytica Energy Systems, Inc., a Delaware corporation (“Catalytica”), (ii) Renegy Holdings, Inc., a Delaware corporation and wholly-owned subsidiary of Catalytica (“Holdings”), (iii) Snowflake Acquisition Corporation, a Delaware corporation and wholly-owned subsidiary of Holdings (“Merger Sub”), (iv) Renegy, LLC, an Arizona limited liability company (“Renegy”), (v) Renegy Trucking, LLC, an Arizona limited liability company (“Renegy Trucking”), (vi) Snowflake White Mountain Power, LLC, an Arizona limited liability company (“Snowflake” and, together with Renegy and Renegy Trucking, the “Companies”), (vii) Robert M. Worsley (“R. Worsley”), (viii) Christi M. Worsley (“C. Worsley”) and (ix) the Robert M. Worsley and Christi M. Worsley Revocable Trust (the “Worsley Trust” and, together with R. Worsley and C. Worsley, “Worsley”). All capitalized te
