Baird Investment Banking Pitch Book slide image

Baird Investment Banking Pitch Book

SERIES B UNITS - SUMMARY OF KEY TERMS Continued Mandatory Exchange Change of Control Confidential AMGP will have the right to cause each Series B unit to be exchanged for common shares in AMGP upon the earliest of: December 31, 2026 Change of control transaction Liquidation of IDR LLC BAIRD The Series B units will vest upon a change of control, defined as the occurrence of any of the following events Any merger or other business combination involving IDR Holdings or the general partner of AMGP in which a majority of the outstanding Series A Units of IDR LLC or the general partner of AMGP's common units are exchanged for or converted into cash, securities of a corporation or other business organization or other property; A sale or other disposition of all or a material portion of the assets or membership interests of IDR LLC; A sale or other disposition of all or substantially all of the assets of the general partner of AMGP followed by a liquidation of the general partner or a distribution to the members of the general partner of all or substantially all of the net proceeds of such disposition; or The sale of all of the outstanding common units of the general partner of AMGP in a single transaction or series of related transactions. Note: An AMGP acquisition of AM does not trigger a change of control Project Bronco Page 9
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