AGREEMENT AND PLAN OF MERGER by and among CONSOL ENERGY INC., TRANSFORMER LP HOLDINGS INC., TRANSFORMER MERGER SUB LLC, CONSOL COAL RESOURCES GP LLC and CONSOL COAL RESOURCES LP October 22, 2020Agreement and Plan of Merger • October 23rd, 2020 • CONSOL Energy Inc. • Bituminous coal & lignite mining • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of October 22, 2020 (this “Agreement”), is entered into by and among CONSOL Energy Inc., a Delaware corporation (“Parent”), Transformer LP Holdings Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Holdings”), Transformer Merger Sub LLC, a Delaware limited liability company and a wholly owned Subsidiary of Holdings (“Merger Sub”), CONSOL Coal Resources LP, a Delaware limited partnership (the “Partnership”), and CONSOL Coal Resources GP LLC, a Delaware limited liability company and the general partner of the Partnership (the “General Partner”). Certain capitalized terms used in this Agreement are defined in Article I.
