Reorganization Agreement Sample Contracts

Jagged Peak Energy Inc. – Master Reorganization Agreement (January 6th, 2017)

This Master Reorganization Agreement (this Agreement), dated as of [*], 2017 (the Effective Date), is entered into by and among Jagged Peak Energy LLC, a Delaware limited liability company (Jagged Peak LLC), Q-Jagged Peak Energy Investment Partners, LLC, a Delaware limited liability company (Q-Jagged Peak), Jagged Peak Energy Inc., a Delaware corporation (the Company), JPE Merger Sub LLC, a Delaware limited liability company (Merger Sub), JPE Management Holdings LLC, a Delaware limited liability company (Management Holdco), and the individuals listed on the signature pages hereto under the heading Management Members (collectively, the Management Members). Jagged Peak LLC, Q-Jagged Peak, the Company, Merger Sub, Management Holdco and the Management Members are each individually referred to herein as a Party and collectively, the Parties.

Petrus Resources Corp – First Amendment to the Share Exchange and Plan of Reorganization Agreement (November 1st, 2016)

This is a First Amendment to the Share Exchange and Plan of Reorganization Agreement (the "Amended Agreement") by and between The Waters Club Worldwide, Inc. ("WCW") and the Shareholders of WCW and Petrus Resources Corporation ("Petrus") dated as of the 15th day of October 2016.

REORGANIZATION AGREEMENT by and Among AVNET, INC., AVT TECHNOLOGY SOLUTIONS LLC and Solely for the Purposes of Section 7.10, Section 7.12 and Section 7.16 TECH DATA CORPORATION September 19, 2016 (September 19th, 2016)

This REORGANIZATION AGREEMENT, dated as of September 19, 2016 (this Agreement), is by and among Avnet, Inc., a New York corporation (Seller), AVT Technology Solutions LLC, a Delaware limited liability company (NewCo US), and, solely for the purposes of Section 7.10, Section 7.12 and Section 7.16, Tech Data Corporation, a Florida corporation (Buyer). Certain terms used in this Agreement are defined in Section 1.1.

Mplx Lp – Master Reorganization Agreement (September 6th, 2016)

This Master Reorganization Agreement (this "Agreement") is entered into effective as of September 1, 2016, by and among MPLX Holdings Inc., a Delaware corporation ("Holdings"), MarkWest Energy Partners, L.P., a Delaware limited partnership ("MarkWest"), MWE GP LLC, a Delaware limited liability company ("MWE GP"), MPLX LP, a Delaware limited partnership ("MPLX"), MPLX GP LLC, a Delaware limited liability company ("MPLX GP"), MPC Investment LLC, a Delaware limited liability company ("MPC Investment"), MPLX Logistics Holdings LLC, a Delaware limited liability company ("Logistics Holdings"), and MarkWest Hydrocarbon, L.L.C., a Delaware limited liability company ("Hydrocarbon"). The parties hereto are sometimes referred to, collectively, as the "Parties" and, individually, as a "Party".

REORGANIZATION AGREEMENT by and Between YAHOO! INC. And YAHOO HOLDINGS, INC. Dated as of July 23, 2016 (July 25th, 2016)

THIS REORGANIZATION AGREEMENT, dated as of July 23, 2016 (this Agreement), is entered into by and between Yahoo Holdings, Inc., a Delaware corporation (the Company), and Yahoo! Inc., a Delaware corporation (Seller). The Company and Seller are sometimes referred to herein individually as a Party, and collectively as the Parties. Capitalized terms used but not otherwise defined herein have the meanings set forth in Annex A to this Agreement.

Bancwest Corp – MASTER REORGANIZATION AGREEMENT BY AND AMONG BANCWEST CORPORATION (TO BE RENAMED FIRST HAWAIIAN, INC.), BANCWEST HOLDING INC., BWC HOLDING INC. AND BNP PARIBAS Dated as of April 1, 2016 (July 8th, 2016)

Master Reorganization Agreement (this Agreement), dated as of April 1, 2016 (the Effective Date), by and among BancWest Corporation (to be renamed First Hawaiian, Inc. on the Effective Date), a Delaware corporation, BancWest Holding Inc., a Delaware corporation (BWHI), BWC Holding Inc., a Delaware corporation (BWC Holding), and BNP Paribas, a corporation organized and domiciled in France (BNPP and, together with BWC (as defined below), BWC Holding and BWHI, the Parties, and each, a Party).

Satya Worldwide, Inc. – Amended and Restated Share Exchange and Reorganization Agreement (June 6th, 2016)

This Amended and Restated Share Exchange and Reorganization Agreement (this "Agreement") is made and entered into as of May 26, 2016 by and Satya Worldwide, Inc., a Florida corporation (the "Purchaser"), Global Fantasy Sports, Inc., a Florida corporation ("GFS") and the stockholders of GFS set forth on Schedule "A" hereto (the "GFS Stockholders"). Each of the Purchaser, GFS and the GFS Stockholders are referred to herein individually as the "Party" and collectively as the "Parties."

Bancwest Corp – MASTER REORGANIZATION AGREEMENT BY AND AMONG BANCWEST CORPORATION (TO BE RENAMED FIRST HAWAIIAN, INC.), BANCWEST HOLDING INC., BWC HOLDING INC. AND BNP PARIBAS Dated as of April 1, 2016 (April 18th, 2016)

Master Reorganization Agreement (this Agreement), dated as of April 1, 2016 (the Effective Date), by and among BancWest Corporation (to be renamed First Hawaiian, Inc. on the Effective Date), a Delaware corporation, BancWest Holding Inc., a Delaware corporation (BWHI), BWC Holding Inc., a Delaware corporation (BWC Holding), and BNP Paribas, a corporation organized and domiciled in France (BNPP and, together with BWC (as defined below), BWC Holding and BWHI, the Parties, and each, a Party).

Surgery Partners, Inc. – Surgery Partners, Inc. Reorganization Agreement September 30, 2015 (November 13th, 2015)

This REORGANIZATION AGREEMENT (this "Agreement"), dated as of September 30, 2015, is hereby entered into by and among Surgery Partners, Inc., a Delaware corporation (the "Corporation"), Surgery Center Holdings, LLC, a Delaware limited liability company (the "Holdings LLC"), H.I.G. Surgery Centers, LLC, a Delaware limited liability company ("Holdings LLC Representative" in its capacity as such), and the persons listed on Schedule I hereto (each a "Member" and collectively the "Members").

Surgery Partners, Inc. – Surgery Partners, Inc. Form of Reorganization Agreement (September 14th, 2015)
vTv Therapeutics Inc. – Reorganization Agreement (August 4th, 2015)

THIS REORGANIZATION AGREEMENT (this Agreement), dated as of July 29, 2015, by and among vTv Therapeutics Inc., a Delaware corporation (Pubco), vTv Therapeutics LLC, a Delaware limited liability company (the Company), vTvx Holdings I LLC, a Delaware limited liability company (vTvx I), vTvx Holdings II LLC, a Delaware limited liability company (vTvx II), and vTv Therapeutics Holdings LLC, a Delaware limited liability company (Holdings).

Wttj Corp – Reorganization Agreement (July 30th, 2015)

This REORGANIZATION AGREEMENT dated as of July 27th, 2015 (this Agreement) is by and between Greenflag Ventures Inc., located at 1800 999 West Hastings Street, Vancouver, British Columbia, V6C 2W2 (Greenflag and/or Seller) and American First Financial Inc., a private British Columbia company, located at 216 515 West Pender Street, Vancouver, British Columbia, V6B 6H5 (American First and/or Company), concerning the acquisition of Seller by Company. Greenflag and American First are collectively referred to herein as the Parties.

Wttj Corp – Reorganization Agreement (July 30th, 2015)

This REORGANIZATION AGREEMENT dated as of July 1, 2015 (this "Agreement") is by and between American First Financial, Inc., a Canadian corporation, located at 216-515 West Pender Street, Vancouver BC V6B 6H5 (American First and/or "Seller") and WTTJ, Corp., a Michigan Corp, located at 17033 S. Dixie Highway Miami, FL ("WTTJ" and/or "Company") a publicly listed company on the OTCBB, under the symbol "WTTJ", concerning the acquisition of Seller by Company. American First and WTTJ are collectively referred to herein as the "Parties".

vTv Therapeutics Inc. – Reorganization Agreement (July 23rd, 2015)

THIS REORGANIZATION AGREEMENT (this Agreement), dated as of [_______] 2015, by and among vTv Therapeutics Inc., a Delaware corporation (Pubco), vTv Therapeutics LLC, a Delaware limited liability company (the Company), vTvx Holdings I LLC, a Delaware limited liability company (vTvx I), vTvx Holdings II LLC, a Delaware limited liability company (vTvx II), and vTv Therapeutics Holdings LLC, a Delaware limited liability company (Holdings).

Scripsamerica Inc – Management Reorganization Agreement (July 6th, 2015)

This Management Reorganization Agreement, made as of this 29th day of June, 2015 by SCRIPSAMERICA, INC., a Delaware corporation having its principal place of business located at Corporate Office Center Tysons II, 1650 Tysons Boulevard, Suite 1580, Tyson Corner, VA 22102 (hereinafter "SCRIPS" or "Company");

Telecom – Reorganization Agreement (June 12th, 2015)

This REORGANIZATION AGREEMENT dated as of April 08, 2015 (this "Agreement") is by and between New VIBE, Inc., a Nevada corporation ("New VIBE" and/or "Seller") 123 W. Nye Lane, Suite 129 Carson City, NV 89706 and Vidable, Inc., located at 311 West Third Street, Carson City, Nevada 89701 ("Vidable" and/or "Company") a publicly listed company on the OTCBB, under the symbol "VIBE", concerning the acquisition of Seller by Company. New VIBE and Vidable are collectively referred to herein as the "Parties".

REORGANIZATION AGREEMENT by and Among GODADDY INC., DESERT NEWCO, LLC AND THE OTHER PARTIES NAMED HEREIN Dated as of March 31, 2015 (April 6th, 2015)

This REORGANIZATION AGREEMENT (as amended, supplemented or restated from time to time, this Agreement) is entered into as of March 31, 2015, by and among (i) GoDaddy Inc., a Delaware corporation (Pubco), (ii) Desert Newco, LLC, a Delaware limited liability company (the Company), (iii) the KKR Parties (as defined below), (iv) the SL Parties (as defined below), (v) the TCV Parties (as defined below), (vi) The Go Daddy Group, Inc., an Arizona corporation (Holdings), (vii) Desert Newco Managers, LLC, a Delaware limited liability company (Employee Holdco) and (viii) GD Merger Subsidiary 1, Inc., a Delaware corporation and wholly-owned subsidiary of Pubco (Merger Sub 1), GD Merger Subsidiary 2, Inc., a Delaware corporation and wholly-owned subsidiary of Pubco (Merger Sub 2), GD Merger Subsidiary 3, Inc., a Delaware corporation and wholly-owned subsidiary of Pubco (Merger Sub 3), and GD Merger Subsidiary 4, Inc., a Delaware corporation and wholly-owned subsidiary of Pubco (Merger Sub 4).

REORGANIZATION AGREEMENT Dated as of [ ], 2015 (March 23rd, 2015)

REORGANIZATION AGREEMENT (this Agreement), dated as of [ ], 2015, by and among Virtu Financial, Inc., a Delaware corporation (Pubco), Virtu Financial Merger Sub LLC, a Delaware limited liability company (Merger Sub), Virtu Financial Intermediate Holdings LLC, a Delaware limited liability company (Intermediate Holdings), Virtu Financial Merger Sub II LLC, a Delaware limited liability company (Merger Sub II), Virtu Financial Intermediate Holdings II LLC, a Delaware limited liability company (Intermediate Holdings II), Virtu Financial LLC, a Delaware limited liability company (the Company), VFH Parent LLC, a Delaware limited liability company (VFH Parent), SLP Virtu Investors, LLC, a Delaware limited liability company (SLP Investors), SLP III EW Feeder I, L.P., a Delaware limited partnership (SLP Stockholder), SLP III EW Feeder II, L.P., a Delaware limited partnership (SLP Temasek Feeder), Silver Lake Technology Associates III, L.P., a Delaware limited partnership (SLP Te

FORM OF REORGANIZATION AGREEMENT by and Among GODADDY INC., DESERT NEWCO, LLC AND THE OTHER PARTIES NAMED HEREIN Dated as of [ ], 2015 (February 24th, 2015)

This REORGANIZATION AGREEMENT (as amended, supplemented or restated from time to time, this Agreement) is entered into as of [ ], 2015, by and among (i) GoDaddy Inc., a Delaware corporation (Pubco), (ii) Desert Newco, LLC, a Delaware limited liability company (the Company), (iii) the KKR Parties (as defined below), (iv) the SL Parties (as defined below), (v) the TCV Parties (as defined below), (vi) The Go Daddy Group, Inc., an Arizona corporation (Holdings), (vii) Desert Newco Managers, LLC, a Delaware limited liability company (Employee Holdco) and (viii) [ ], a Delaware corporation and wholly-owned subsidiary of Pubco (Merger Sub 1), [ ], a Delaware corporation and wholly-owned subsidiary of Pubco (Merger Sub 2), [ ], a Delaware corporation and wholly-owned subsidiary of Pubco (Merger Sub 3), and [ ], a Delaware corporation and wholly-owned subsidiary of Pubco (Merger Sub 4).

REORGANIZATION AGREEMENT Dated as of [ ], 2015 (February 20th, 2015)

REORGANIZATION AGREEMENT (this Agreement), dated as of [ ], 2015, by and among Virtu Financial, Inc., a Delaware corporation (Pubco), Virtu Financial Merger Sub LLC, a Delaware limited liability company (Merger Sub), Virtu Financial Intermediate Holdings LLC, a Delaware limited liability company (Intermediate Holdings), Virtu Financial Merger Sub II LLC, a Delaware limited liability company (Merger Sub II), Virtu Financial Intermediate Holdings II LLC, a Delaware limited liability company (Intermediate Holdings II), Virtu Financial LLC, a Delaware limited liability company (the Company), VFH Parent LLC, a Delaware limited liability company (VFH Parent), SLP Virtu Investors, LLC, a Delaware limited liability company (SLP Investors), SLP III EW Feeder I, L.P., a Delaware limited partnership (SLP Stockholder), SLP III EW Feeder II, L.P., a Delaware limited partnership (SLP Temasek Feeder), Silver Lake Technology Associates III, L.P., a Delaware limited partnership (SLP Te

FORM OF REORGANIZATION AGREEMENT by and Among GODADDY INC., DESERT NEWCO, LLC AND THE OTHER PARTIES NAMED HEREIN Dated as of [ ], 2015 (February 11th, 2015)

This REORGANIZATION AGREEMENT (as amended, supplemented or restated from time to time, this Agreement) is entered into as of [ ], 2015, by and among (i) GoDaddy Inc., a Delaware corporation (Pubco), (ii) Desert Newco, LLC, a Delaware limited liability company (the Company), (iii) the KKR Parties (as defined below), (iv) the SL Parties (as defined below), (v) the TCV Parties (as defined below), (vi) The Go Daddy Group, Inc., an Arizona corporation (Holdings), (vii) Desert Newco Managers, LLC, a Delaware limited liability company (Employee Holdco) and (viii) [ ], a Delaware corporation and wholly-owned subsidiary of Pubco (Merger Sub 1), [ ], a Delaware corporation and wholly-owned subsidiary of Pubco (Merger Sub 2), [ ], a Delaware corporation and wholly-owned subsidiary of Pubco (Merger Sub 3), and [ ], a Delaware corporation and wholly-owned subsidiary of Pubco (Merger Sub 4).

Liberty Broadband Corp – Reorganization Agreement (November 10th, 2014)

This REORGANIZATION AGREEMENT (together with all Schedules and Exhibits hereto, this "Agreement"), dated as of October 28, 2014, is entered into by and between LIBERTY MEDIA CORPORATION, a Delaware corporation ("LMC"), and LIBERTY BROADBAND CORPORATION, a Delaware corporation ("Spinco"). Certain capitalized terms used herein have the meanings ascribed thereto in Section 7.1.

Liberty Broadband Corp – FORM OF REORGANIZATION AGREEMENT Between LIBERTY MEDIA CORPORATION and LIBERTY BROADBAND CORPORATION Dated as of [*], 2014 (October 15th, 2014)

This REORGANIZATION AGREEMENT (together with all Schedules and Exhibits hereto, this Agreement), dated as of [*], 2014, is entered into by and between LIBERTY MEDIA CORPORATION, a Delaware corporation (LMC), and LIBERTY BROADBAND CORPORATION, a Delaware corporation (Spinco). Certain capitalized terms used herein have the meanings ascribed thereto in Section 7.1.

Form of Master Reorganization Agreement (September 11th, 2014)

This Master Reorganization Agreement (this Agreement), dated as of September [], 2014, is entered into by and among Vantage Energy, LLC, a Delaware limited liability company (Vantage I), Vantage Energy II, LLC, a Delaware limited liability company (Vantage II), Quantum Energy Partners IV, LP, a Delaware limited partnership (Quantum Energy), Q-Vantage Parallel Partners, a Delaware limited partnership (Q-Vantage), QEM IV Direct Investment Partners, a Delaware limited partnership (QEM), Quantum V Investment Partners, a Delaware limited partnership (Quantum V and, together with Quantum Energy, Q-Vantage and QEM, Quantum), Carlyle/Riverstone Global Energy and Power Fund III, L.P., a Delaware limited partnership (C/R Energy and Power Fund), C/R Energy Vantage III Partnership, L.P., a Delaware limited partnership (C/R Energy Vantage), Riverstone Energy Coinvestment III, L.P., a Delaware limited partnership (Riverstone Energy Coinvestment), C/R Energy Coinvestment III, L.P., a Delaware limited

First Virtual Communications – Amended and Restated Reorganization Agreement (September 2nd, 2014)

This Amended and Restated Reorganization Agreement (this Agreement), dated as of August 26, 2014, is made by and among U.S. Dry Cleaning Services Corporation, a Delaware corporation (the Company), Setal 1, LLC, Setal 2, LLC, Setal 3, LLC, Setal 4, LLC, Setal 5, LLC and Setal 6, LLC (collectively, Setals 1-6), Setal 7, LLC (Setal 7), Setal 8 Trust (Setal 8), Setal 9 Trust (Setal 9), Setal 10 Trust (Setal 10), Setal 11, LLC (Setal 11), Park Place Services (Park Place and together with Setals 1-6, Setal 7, Setal 8, Setal 9, Setal 10 and Setal 11, the Setal Entities), and the holders of the Companys 10% Subordinated Secured Convertible Debentures listed on Exhibit A-1, attached hereto (Other Subordinated Debenture Holders and together with Setals 1-6, the Subordinated Debenture Holders).

Eco Energy Pumps, Inc. – Reorganization Agreement (July 28th, 2014)

This REORGANIZATION AGREEMENT dated as of July 24, 2014 (this "Agreement") is by and between Silent Canyon Productions, Inc., located at 2708 S. Highland Dr., Las Vegas, Nevada 89109, Silent Canyon Productions is doing business as Laguna Productions, which will be the name of the merged entity, therefore, Laguna and Laguna will be collectively referred to herein as "Laguna" and/or "Seller" and Eco Energy Pumps, located at 112 North Curry Street, Carson city, Nevada 89703 referred to herein as "EEPU" and/or "Company" a publicly listed company on the OTCBB, under the symbol "EEPU", concerning the acquisition of Seller by Company. Laguna and EEPU are collectively referred to herein as the "Parties".

Liberty TripAdvisor Holdings, Inc. – FORM OF REORGANIZATION AGREEMENT Between LIBERTY INTERACTIVE CORPORATION and LIBERTY TRIPADVISOR HOLDINGS, INC. Dated as of [*], 2014 (July 25th, 2014)

This REORGANIZATION AGREEMENT (together with all Schedules and Exhibits hereto, this Agreement), dated as of [*], 2014, is entered into by and between LIBERTY INTERACTIVE CORPORATION, a Delaware corporation (LIC), and LIBERTY TRIPADVISOR HOLDINGS, INC., a Delaware corporation (Spinco). Certain capitalized terms used herein have the meanings ascribed thereto in Section 7.1.

Trxade Group, Inc. – Merger and Reorganization Agreement Between Xcellink International, Inc. And Trxade Group, Inc. (June 11th, 2014)

This Agreement and Plan of Reorganization (hereinafter the "Agreement") is entered into effective as of December ___, 2013, by and among XCELLINK INTERNATIONAL, INC., a Delaware corporation (hereinafter, "XCEL"), TRXADE GROUP, INC., a Nevada corporation, the undersigned holder of more than 75% of the outstanding common stock of XCEL (hereinafter the "Major Shareholder"), on the one hand, and TRXADE GROUP, INC., a Nevada corporation (hereinafter "TRXADE), on the other hand.

Master Reorganization Agreement (June 9th, 2014)

This Master Reorganization Agreement (this Agreement), dated as of June 6, 2014, is entered into by and among Eclipse Resources I, LP, a Delaware limited partnership (Eclipse I), Eclipse GP, LLC, a Delaware limited liability company (Eclipse I GP), EnCap Energy Capital Fund VIII, L.P., a Texas limited partnership (EnCap VIII), EnCap Energy Capital Fund VIII Co-Investors, L.P., a Texas limited partnership (EnCap VIII Co-Invest), EnCap Energy Capital Fund IX, L.P., a Texas limited partnership (EnCap IX and, together with EnCap VIII and EnCap VIII Co-Invest, the Class A Unitholders), CKH Partners II, L.P., a Pennsylvania limited partnership (CKH Partners), The Hulburt Family II Limited Partnership, a Pennsylvania limited partnership (Hulburt Family II), Kirkwood Capital, L.P., a Pennsylvania limited partnership (Kirkwood and, together with CKH Partners and Hulburt Family II, the Class B Unitholders), Eclipse Management, L.P., a Delaware limited partnership (the Class C Unitholder or Eclip

Form of Master Reorganization Agreement (June 2nd, 2014)

This Master Reorganization Agreement (this Agreement), dated as of , 2014, is entered into by and among Eclipse Resources I, LP, a Delaware limited partnership (Eclipse I), Eclipse GP, LLC, a Delaware limited liability company (Eclipse I GP), EnCap Energy Capital Fund VIII, L.P., a Texas limited partnership (EnCap VIII), EnCap Energy Capital Fund VIII Co-Investors, L.P., a Texas limited partnership (EnCap VIII Co-Invest), EnCap Energy Capital Fund IX, L.P., a Texas limited partnership (EnCap IX and, together with EnCap VIII and EnCap VIII Co-Invest, the Class A Unitholders), CKH Partners II, L.P., a Pennsylvania limited partnership (CKH Partners), The Hulburt Family II Limited Partnership, a Pennsylvania limited partnership (Hulburt Family II), Kirkwood Capital, L.P., a Pennsylvania limited partnership (Kirkwood and, together with CKH Partners and Hulburt Family II, the Class B Unitholders), Eclipse Management, L.P., a Delaware limited partnership (the Class C Unitholder or

Parsley Energy – Master Reorganization Agreement (May 28th, 2014)

This Master Reorganization Agreement (this Agreement), dated as of May 2, 2014, is entered into by and among Parsley Energy Inc., a Delaware corporation (PubCo), NGP X US Holdings, L.P., a Delaware limited partnership (NGP), Parsley Energy, LLC, a Delaware limited liability company (Parsley LLC), the persons identified on the signature page hereto as Existing Members (the Existing Members) and Parsley Energy Employee Holdings, LLC, a Delaware limited liability company (PEEH and, together with PubCo, NGP, Parsley LLC and the Existing Members, collectively, the Parties).

Parsley Energy – Form of Master Reorganization Agreement (May 12th, 2014)

This Master Reorganization Agreement (this Agreement), dated as of May 2, 2014, is entered into by and among Parsley Energy Inc., a Delaware corporation (PubCo), NGP X US Holdings, L.P., a Delaware limited partnership (NGP), Parsley Energy, LLC, a Delaware limited liability company (Parsley LLC), the persons identified on the signature page hereto as Existing Members (the Existing Members) and Parsley Energy Employee Holdings, LLC, a Delaware limited liability company (PEEH and, together with PubCo, NGP, Parsley LLC and the Existing Members, collectively, the Parties).

Parsley Energy – Form of Master Reorganization Agreement (May 5th, 2014)

This Master Reorganization Agreement (this Agreement), dated as of May 2, 2014, is entered into by and among Parsley Energy Inc., a Delaware corporation (PubCo), NGP X US Holdings, L.P., a Delaware limited partnership (NGP), Parsley Energy, LLC, a Delaware limited liability company (Parsley LLC), the persons identified on the signature page hereto as Existing Members (the Existing Members) and Parsley Energy Employee Holdings, LLC, a Delaware limited liability company (PEEH and, together with PubCo, NGP, Parsley LLC and the Existing Members, collectively, the Parties).

Master Reorganization Agreement (January 29th, 2014)

THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this Agreement) of NGP Rice Holdings LLC, a Delaware limited liability company (the Company), dated effective as of January , 2014 (the Effective Date) is adopted, executed and agreed to by the Members (as defined below).

Form of Master Reorganization Agreement (January 8th, 2014)

THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this Agreement) of NGP Rice Holdings LLC, a Delaware limited liability company (the Company), dated effective as of [ ], 2014 (the Effective Date) is adopted, executed and agreed to by the Members (as defined below).