1. Subject to section 45-10.2-104, a plan of merger must be consented to by all the partners of a constituent limited partnership.

2. Subject to section 45-10.2-104 and any contractual rights, after a merger is approved, and at any time before a filing is made under section 45-10.2-102, a constituent limited partnership may amend the plan or abandon the planned merger: a. As provided in the plan; and b. Except as prohibited by the plan, with the same consent as was required to approve the plan.