Page 8 of 14 SEC Filing
The Coordination Agreement generally
restricts any transfers of any Partnership Securities, Series B Preferred Units, converted Common Units or common stock of Enfield
Holdings Advisors (collectively, the “Securities”) by any Investor, except transfers to an affiliate of that
Investor, so long as that transferee remains an affiliate following the transfer. If any Investor wishes to transfer any Securities
to anyone else, that Investor is subject to the other Investors’ right of first offer (in the case of Partnership Securities,
shares of common stock or Series B Preferred Units to address a regulatory concern) and tag-along rights. Enfield Holdings Advisors
has a call right to acquire all of the shares of common stock of Enfield Holdings Advisors owned by any Investor and their affiliates
who collectively cease to own 10% of the issued and outstanding Partnership Securities for the aggregate purchase price paid for
such shares.
The Coordination Agreement restricts
the ability of Enfield Holdings Advisors to take certain actions relating to the Series B Preferred Units and converted Common
Units without first obtaining the approval of its board of directors, including the designees of each of the TPG Investors and
the GS Investors, or the Investors. Such actions include making or settling a claim for indemnification under the Purchase Agreement
or the Registration Rights Agreement, assigning any rights or obligations under the Purchase Agreement or the Registration Rights
Agreement, voting the Series B Preferred Units with respect to certain matters and amending or waiving any provision of the Purchase
Agreement or the Registration Rights Agreement.
The Coordination Agreement will terminate upon
a written agreement among the Investors.
Other than as described above, none of the Reporting
Persons nor, to the best knowledge of each of the Reporting Persons, without independent verification, any of the persons listed
in Schedule I hereto, currently has any plans or proposals that relate to, or would result in, any of the matters listed in Items
4(a)–(j) of Schedule 13D, although the Reporting Persons may, at any time and from time to time, review or reconsider their
position and/or change their purpose and/or formulate plans or proposals with respect thereto. As a result of these activities,
one or more of the Reporting Persons may suggest or take a position with respect to potential changes in the operations, management
or capital structure of the Issuer as a means of enhancing unitholder value. Such suggestions or positions may include one
or more plans or proposals that relate to or would result in any of the actions required to be reported herein, including, without
limitation, such matters as acquiring additional securities of the Issuer or disposing of securities of the Issuer; entering into
an extraordinary transaction such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;
selling or transferring a material amount of assets of the Issuer or any of its subsidiaries; changing the present board of directors
or management of the EnLink General Partner, including changing the number or term of directors or filling any existing vacancies
on the board of directors of the EnLink General Partner; materially changing the present capitalization or distribution policy
of the Issuer; materially changing the Issuer’s business or structure; changing the Issuer’s certificate of limited
partnership, amended and restated agreement of limited partnership or instruments corresponding thereto or taking other actions
which may impede the acquisition of control of the Issuer by any person; causing a class of securities of the Issuer to be delisted
from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered
national securities association; causing a class of equity securities of the Issuer to become eligible for termination of registration
pursuant to Section 12(g)(4) of the Securities Act of 1933, as amended; and taking any action similar to any of those enumerated
above.
References to and descriptions of the Purchase
Agreement, the Issuer LPA, the Board Representation Agreement, the Registration Rights Agreement and the Coordination Agreement
set forth above are not intended to be complete and are qualified, respectively, in their entirety by reference to the full text
of the Purchase Agreement, the Issuer LPA, the Board Representation Agreement, the Registration Rights Agreement and the Coordination
Agreement, which are filed as exhibits hereto and are incorporated by reference herein.
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