REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 7th, 2017 • Kayne Anderson Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of , 2017, is made and entered into by and between Kayne Anderson Acquisition Corp., a Delaware corporation (the “Company”) and Kayne Anderson Sponsor, LLC, a Delaware limited liability company (the “Sponsor” and, together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
Kayne Anderson Acquisition Corp. 35,000,000 Units1 Common Stock Warrants UNDERWRITING AGREEMENTUnderwriting Agreement • April 4th, 2017 • Kayne Anderson Acquisition Corp • Blank checks • New York
Kayne Anderson Acquisition Corp., a Delaware corporation (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, 35,000,000 units (the “Units”) of the Company (said Units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 5,250,000 additional units to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the terms Representatives and Underwriters shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise def
WARRANT AGREEMENT between KAYNE ANDERSON ACQUISITION CORP. and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLCWarrant Agreement • April 4th, 2017 • Kayne Anderson Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of March 29, 2017, is by and between Kayne Anderson Acquisition Corp., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • April 4th, 2017 • Kayne Anderson Acquisition Corp • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of March 29, 2017, by and between Kayne Anderson Acquisition Corp, a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company (the “Trustee”).
KINETIK HOLDINGS INC. (a Delaware corporation) 6,500,000 Shares of Class A Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • December 14th, 2023 • Kinetik Holdings Inc. • Natural gas transmission • New York
Kinetik Holdings Inc., a Delaware corporation (the “Company”), and Apache Midstream LLC, a Delaware limited liability company, (the “Selling Stockholder”), confirm their respective agreements with J.P. Morgan Securities LLC (“J.P. Morgan”), and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom J.P. Morgan is acting as representative (in such capacity, collectively, the “Representative”), with respect to: (i) the sale by the Selling Stockholder of up to 6,500,000 shares of Class A common stock of the Company, par value $0.0001 per share (the “Common Stock”) and (ii) the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of shares of Common Stock set forth in Schedule A (which includes shares of Common Stock to be allocated to certain officers and directors of the Company (the “Affiliated Purcha
Kayne Anderson Acquisition Corp. 14th Floor, Houston, TX 77002Securities Subscription Agreement • March 7th, 2017 • Kayne Anderson Acquisition Corp • Blank checks • New York
We are pleased to accept the offer Kayne Anderson Sponsor, LLC (the “Subscriber” or “you”) has made to purchase 10,062,500 shares of Class B common stock (the “Shares”), $.0001 par value per share (the “Class B Common Stock” together with all other classes of Company (as defined below) common stock, the “Common Stock”), up to 1,312,500 Shares of which are subject to complete or partial forfeiture by you if the underwriters of the initial public offering (“IPO”) of Kayne Anderson Acquisition Corp., a Delaware corporation (the “Company”), do not fully exercise their over-allotment option (the “Over-allotment Option”). The terms (this “Agreement”) on which the Company is willing to sell the Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Shares, are as follows:
INDEMNITY AGREEMENTIndemnity Agreement • February 28th, 2022 • Kinetik Holdings Inc. • Natural gas transmission • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as [•], by and between Kinetik Holdings Inc., a Delaware corporation (the “Company”), and [•] (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 4th, 2017 • Kayne Anderson Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 29, 2017, is made and entered into by and between Kayne Anderson Acquisition Corp., a Delaware corporation (the “Company”), Kayne Anderson Sponsor, LLC, a Delaware limited liability company (the “Sponsor”) and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
Kayne Anderson Acquisition Corp. 14th Floor, Houston, TX 77002Underwriting Agreement • March 7th, 2017 • Kayne Anderson Acquisition Corp • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among Kayne Anderson Acquisition Corp., a Delaware corporation (the “Company”), and Citigroup Global Markets Inc., Deutsche Bank Securities Inc., and Credit Suisse as representatives (the “Representatives”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 40,250,000 of the Company’s units (including up to 5,250,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one third of one warrant. Each whole Warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units
WARRANT AGREEMENT between KAYNE ANDERSON ACQUISITION CORP. and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLCWarrant Agreement • November 13th, 2018 • Kayne Anderson Acquisition Corp • Crude petroleum & natural gas • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of November 9, 2018, is by and between Kayne Anderson Acquisition Corp., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
KINETIK HOLDINGS INC. (a Delaware corporation) 11,373,801 Shares of Class A Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • March 15th, 2024 • Kinetik Holdings Inc. • Natural gas transmission • New York
Kinetik Holdings Inc., a Delaware corporation (the “Company”), and Apache Midstream LLC, a Delaware limited liability company (the “Selling Stockholder”), confirm their respective agreements with Goldman Sachs & Co. LLC (“Goldman Sachs”) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Goldman Sachs is acting as representative (in such capacity, collectively, the “Representative”), with respect to: (i) the sale by the Selling Stockholder of up to 11,373,801 shares of Class A common stock of the Company, par value $0.0001 per share (the “Common Stock”), (ii) the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of shares of Common Stock set forth in Schedule A (which includes shares of Common Stock to be allocated to the Company’s Chief Executive Officer (the “Affiliated Purchaser”)), and
RECEIVABLES PURCHASE AGREEMENT Dated as of April 2, 2024 by and among KINETIK RECEIVABLES LLC as Seller, THE PERSONS FROM TIME TO TIME PARTY HERETO, as Purchasers, PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent, KINETIK HOLDINGS LP as...Receivables Purchase Agreement • April 8th, 2024 • Kinetik Holdings Inc. • Natural gas transmission • New York
This RECEIVABLES PURCHASE AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is entered into as of April 2, 2024, by and among the following parties:
VOTING AGREEMENTVoting Agreement • February 28th, 2022 • Kinetik Holdings Inc. • Natural gas transmission • Delaware
This Voting Agreement (this “Agreement”), dated as of October 21, 2021, is entered into by and among Altus Midstream Company, a Delaware corporation (the “Corporation”), and Buzzard Midstream LLC, a Delaware limited liability company (the “Stockholder”). The Corporation and the Stockholder are each sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
US$800,000,000 SENIOR REVOLVING CREDIT FACILITY] CREDIT AGREEMENT dated as of November 9, 2018 among ALTUS MIDSTREAM LP, as Borrower THE LENDERS PARTY HERETO, THE ISSUING BANKS PARTY HERETO, JPMORGAN CHASE BANK, N.A., as Administrative Agent, WELLS...Credit Agreement • November 13th, 2018 • Kayne Anderson Acquisition Corp • Crude petroleum & natural gas • New York
THIS CREDIT AGREEMENT, dated as of November 9, 2018, is among ALTUS MIDSTREAM LP, a Delaware limited partnership (the “Borrower”), the LENDERS (as defined below) party hereto, the ISSUING BANKS (as defined below) party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Syndication Agent, CITIBANK, N.A., BANK OF AMERICA, N.A., THE TORONTO-DOMINION BANK, NEW YORK BRANCH, MUFG BANK, LTD., and THE BANK OF NOVA SCOTIA, HOUSTON BRANCH, as Co-Documentation Agents.
CREDIT AGREEMENT dated as of June 8, 2022 among KINETIK HOLDINGS LP, as Borrower THE LENDERS PARTY HERETO, PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent, MUFG BANK, LTD., TRUIST BANK, WELLS FARGO BANK, NATIONAL ASSOCIATION, BANK OF AMERICA,...Credit Agreement • June 14th, 2022 • Kinetik Holdings Inc. • Natural gas transmission • New York
Kinetik Holdings LP Purchase AgreementPurchase Agreement • December 18th, 2023 • Kinetik Holdings Inc. • Natural gas transmission • New York
Kinetik Holdings LP, a Delaware limited partnership (the “Company”), proposes to issue and sell to the several initial purchasers listed in Schedule 1 hereto (the “Initial Purchasers”), for whom you are acting as representative (the “Representative”), $300,000,000 principal amount of its 6.625% Sustainability-Linked Senior Notes due 2028 (the “Securities”). The Securities will be issued pursuant to the Indenture dated as of December 6, 2023 (the “Indenture”), among the Company, Kinetik Holdings Inc. (the “Parent Guarantor”) and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), and will be guaranteed on an unsecured senior basis by the Parent Guarantor (the “Guarantee”).
AMENDED AND RESTATED STOCKHOLDERS AGREEMENTStockholders Agreement • February 28th, 2022 • Kinetik Holdings Inc. • Natural gas transmission • Delaware
This AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (this “Agreement”), dated as of October 21, 2021, is entered into by and among Altus Midstream Company, a Delaware corporation (the “Corporation”), APA Corporation, a Delaware corporation (“APA Corporation”), Apache Midstream LLC, a Delaware limited liability company (“Apache Midstream”), Buzzard Midstream LLC, a Delaware limited liability company and controlled Affiliate of ISQ Global Infrastructure Fund II L.P. (“ISQ”), BCP Raptor Aggregator, LP, a Delaware limited partnership and controlled Affiliate of Blackstone Capital Partners VII L.P. and Blackstone Energy Partners II L.P. (“BX Aggregator”), BX Permian Pipeline Aggregator LP, a Delaware limited partnership and controlled Affiliate of Blackstone Capital Partners VII L.P. and Blackstone Energy Partners II L.P. (“BX Permian”), New BCP Raptor Holdco, LLC, a Delaware limited liability company (“New Raptor”), and solely for purposes of Section 2(a)(iv) and Section 2(a)(v), BCP Raptor H
SUBSCRIPTION AGREEMENTSubscription Agreement • August 8th, 2018 • Kayne Anderson Acquisition Corp • Blank checks
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into this 8th day of August, 2018, by and among Kayne Anderson Acquisition Corp., a Delaware corporation (the “Issuer”), and the subscriber party set forth on the signature page hereto (“Subscriber”).
THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ALTUS MIDSTREAM LP Dated as of October 21, 2021Limited Partnership Agreement • February 28th, 2022 • Kinetik Holdings Inc. • Natural gas transmission • Delaware
This THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (this “Agreement”) of Altus Midstream LP, a Delaware limited partnership (the “Partnership”), dated as of October 21, 2021, is adopted, executed and agreed to by and among Altus Midstream GP LLC, a Delaware limited liability company, as the sole general partner of the Partnership, and each of the Limited Partners (as defined herein) set forth on the signature pages hereto.
TRADEMARK LICENSE AGREEMENTTrademark License Agreement • November 13th, 2018 • Kayne Anderson Acquisition Corp • Crude petroleum & natural gas • Texas
This Trademark License Agreement (“Agreement”), dated as of the 9th of November, 2018 (the “Effective Date”), is by and between Apache Corporation, a Delaware corporation with offices located at 2000 Post Oak Boulevard, Suite 100, Houston Texas 77056 (“Licensor”) and Altus Midstream LP, a Delaware limited partnership, with offices located at 2000 Post Oak Boulevard, Suite 100, Houston, Texas 77056 (“Licensee”).
August 8, 2018Option Agreements • August 8th, 2018 • Kayne Anderson Acquisition Corp • Blank checks
Reference is made to the following agreements: (1) the Equity Purchase Option Agreement dated as of December 20, 2017 by and between Kinder Morgan Texas Pipeline LLC and Apache Midstream LLC (“Apache Midstream”) (the “GCX Option Agreement”); (2) the Shin Oak Pipeline Equity Option Agreement dated as of May 23, 2018 and entered into by and between Enterprise Products Operating LLC and Apache Midstream (the “Shin Oak Option Agreement”); (3) the Option Agreement to Purchase Partners Interest in EPIC Crude Holdings, LP dated as of May 10, 2018 and entered into by and among EPIC Midstream Holdings, LP, EPIC Crude Holdings, LP, EPIC Crude Holdings GP, LLC, and Apache Midstream (the “EPIC Option Agreement” and, together with the GCX Option Agreement and the Shin Oak Option Agreement, the “Option Agreements”); and (4) the Contribution Agreement entered into as of even date hereof by and among Apache Midstream, Kayne Anderson Acquisition Corp. (“Kayne”), and the Companies (as such term is defin
CONTRIBUTION AGREEMENT by and among ALTUS MIDSTREAM COMPANY, ALTUS MIDSTREAM LP, NEW BCP RAPTOR HOLDCO, LLC and, solely for purposes of Section 5.27 and Article III, BCP RAPTOR HOLDCO, LP Dated as of October 21, 2021Contribution Agreement • October 21st, 2021 • Altus Midstream Co • Natural gas transmission • Delaware
This Contribution Agreement (this “Agreement”) dated as of October 21, 2021 (the “Execution Date”) is made and entered into by and among (a) Altus Midstream Company, a Delaware corporation (the “Company”), (b) Altus Midstream LP, a Delaware limited partnership (the “Partnership”), (c) New BCP Raptor Holdco, LLC, a Delaware limited liability company (“Contributor”), and solely for purposes of Section 5.27 and Article III, BCP Raptor Holdco, LP, a Delaware limited partnership (“Raptor”). Each of the parties to this Agreement is sometimes referred to individually in this Agreement as a “Party,” and all of the parties to this Agreement are sometimes collectively referred to in this Agreement as the “Parties.”
SPONSOR WARRANTS PURCHASE AGREEMENTWarrant Purchase Agreement • March 7th, 2017 • Kayne Anderson Acquisition Corp • Blank checks • Delaware
THIS SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of January 4, 2017 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between Kayne Anderson Acquisition Corp., a Delaware corporation (the “Company”), and Kayne Anderson Sponsor, LLC, a Delaware limited liability company (the “Purchaser”).
PREFERRED UNIT PURCHASE AGREEMENT FOR SERIES A CUMULATIVE REDEEMABLE PREFERRED UNITS OF ALTUS MIDSTREAM LP Dated as of May 8, 2019Preferred Unit Purchase Agreement • May 13th, 2019 • Altus Midstream Co • Natural gas transmission
This PREFERRED UNIT PURCHASE AGREEMENT (this “Agreement”), dated as of May 8, 2019, is entered into by and among Altus Midstream LP, a Delaware limited partnership (the “Partnership”), Altus Midstream Company, a Delaware corporation (the “Corporation”), and the purchasers set forth in Exhibit A hereto (collectively, the “Purchasers”).
CONSTRUCTION, OPERATIONS AND MAINTENANCE AGREEMENT by and between APACHE CORPORATION as Service Provider and ALTUS MIDSTREAM COMPANY (f/k/a KAYNE ANDERSON ACQUISITION CORP.) as OwnerConstruction, Operations and Maintenance Agreement • November 13th, 2018 • Kayne Anderson Acquisition Corp • Crude petroleum & natural gas • Texas
This Construction, Operations and Maintenance Agreement (this “Agreement”) is effective as of November 9, 2018 (the “Effective Date”), by and between Apache Corporation, a Delaware corporation (“Service Provider”), on the one hand, and Altus Midstream Company (f/k/a Kayne Anderson Acquisition Corp.), a Delaware corporation (as “Owner”), on the other hand. Each of Service Provider and Owner is sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
KINETIK HOLDINGS LP, as Issuer KINETIK HOLDINGS INC., as Parent and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of December 6, 2023 6.625% Sustainability-Linked Senior Notes due 2028Indenture • December 6th, 2023 • Kinetik Holdings Inc. • Natural gas transmission • New York
INDENTURE (this “Indenture”), dated as of December 6, 2023, among Kinetik Holdings LP, a Delaware limited partnership (the “Issuer”), Kinetik Holdings Inc., a Delaware corporation (the “Parent”) and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”).
SALE AND CONTRIBUTION AGREEMENT Dated as of April 2, 2024 among PERSONS LISTED AS ORIGINATORS ON SCHEDULE I HERETO, as Originators, KINETIK HOLDINGS LP, as Servicer, and KINETIK RECEIVABLES LLC, as BuyerSale and Contribution Agreement • April 8th, 2024 • Kinetik Holdings Inc. • Natural gas transmission • New York
This SALE AND CONTRIBUTION AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), dated as of April 2, 2024, is entered into among the PERSONS LISTED AS ORIGINATORS ON SCHEDULE I HERETO and each Person that becomes a party hereto as an Originator from time to time pursuant to Section 4.2 hereof (collectively, the “Originators” and each, an “Originator”), KINETIK HOLDINGS LP, a Delaware limited partnership (“KHLP”), as Servicer (the “Servicer”), and KINETIK RECEIVABLES LLC, a Delaware limited liability company (the “Buyer”).
Kinetik Letterhead]Participation Agreement • March 5th, 2024 • Kinetik Holdings Inc. • Natural gas transmission
We are pleased to inform you that you have been designated as eligible to participate in the Kinetik Holdings Inc. Executive Severance Plan (as it may be amended from time to time, the “Plan”), as a Tier [1][2] Executive. Your participation in the Plan is subject to the terms and conditions of the Plan and your execution and delivery of this agreement, which constitutes a Participation Agreement (as defined in the Plan). A copy of the Plan is attached hereto as Annex A and is incorporated herein and deemed to be part of this Participation Agreement for all purposes.
AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ALTUS MIDSTREAM LP Dated as of November 9, 2018Agreement of Limited Partnership • November 13th, 2018 • Kayne Anderson Acquisition Corp • Crude petroleum & natural gas • Delaware
This AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (this “Agreement”) of Altus Midstream LP, a Delaware limited partnership (the “Partnership”), dated as of November 9, 2018, is adopted, executed and agreed to by and among Altus Midstream GP LLC, a Delaware limited liability company, as the sole general partner of the Partnership, and each of the Limited Partners (as defined herein) set forth on the signature pages hereto.
TRADEMARK LICENSE AGREEMENTTrademark License Agreement • November 13th, 2018 • Kayne Anderson Acquisition Corp • Crude petroleum & natural gas • Texas
This Trademark License Agreement (“Agreement”), dated as of the 9th of November, 2018 (the “Effective Date”), is by and between Apache Corporation, a Delaware corporation with offices located at 2000 Post Oak Boulevard, Suite 100, Houston Texas 77056 (“Licensor”) and Kayne Anderson Acquisition Corp., a Delaware corporation, with offices located at 2000 Post Oak Boulevard, Suite 100, Houston, Texas 77056 (“Licensee”).
PURCHASE AND SALE AGREEMENT by and between KINETIK GCX PIPE LLC, GCX PIPELINE, LLC, solely for purposes of Section 6.7, Article X and Article XI, AL GCX HOLDINGS, LLC, and solely for purposes of Section 6.8, Article X and Article XI, KINETIK HOLDINGS...Purchase and Sale Agreement • May 13th, 2024 • Kinetik Holdings Inc. • Natural gas transmission • Delaware
THIS PURCHASE AND SALE AGREEMENT (this “Agreement”), dated as of May 9, 2024 (the “Execution Date”), is entered into by and between KINETIK GCX PIPE LLC, a Delaware limited liability company (“Seller”), GCX PIPELINE, LLC, a Delaware limited liability company (“Buyer”), solely for purposes of Section 6.7, Article X and Article XI, AL GCX Holdings, LLC, a Delaware limited liability company (“Borrower”), and, solely for purposes of Section 6.8, Article X and Article XI, Kinetik Holdings LP, a Delaware limited partnership (“Seller Parent”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 28th, 2024 • Kinetik Holdings Inc. • Natural gas transmission • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 24, 2024, is made and entered into by and among Kinetik Holdings Inc., a Delaware corporation (the “Company”), and Durango Midstream LLC, a Colorado limited liability company (the “Holder”). Each of the Company and the Holder is sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
Kayne Anderson Acquisition Corp. 14th Floor Houston, TX 77002 Re: Initial Public Offering Gentlemen:Underwriting Agreement • April 4th, 2017 • Kayne Anderson Acquisition Corp • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among Kayne Anderson Acquisition Corp., a Delaware corporation (the “Company”), and Citigroup Global Markets Inc., Deutsche Bank Securities Inc., and Credit Suisse as representatives (the “Representatives”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 40,250,000 of the Company’s units (including up to 5,250,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one third of one warrant. Each whole Warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units
STOCKHOLDERS AGREEMENTStockholders Agreement • November 13th, 2018 • Kayne Anderson Acquisition Corp • Crude petroleum & natural gas • Delaware
This STOCKHOLDERS AGREEMENT (this “Agreement”), dated as of November 9, 2018, is by and among ALTUS MIDSTREAM COMPANY, a Delaware corporation (the “Corporation”), Apache Midstream LLC, a Delaware limited liability company (“Apache”), and Kayne Anderson Sponsor, LLC, a Delaware limited liability company (“Kayne Anderson”). Each of the Corporation, Apache, and Kayne Anderson is sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
CONTRIBUTION AGREEMENT by and among APACHE MIDSTREAM LLC, ALPINE HIGH GATHERING LP, ALPINE HIGH PIPELINE LP, ALPINE HIGH PROCESSING LP, ALPINE HIGH NGL PIPELINE LP, and ALPINE HIGH SUBSIDIARY GP LLC and KAYNE ANDERSON ACQUISITION CORP. and ALTUS...Contribution Agreement • August 8th, 2018 • Kayne Anderson Acquisition Corp • Blank checks • Delaware
This Contribution Agreement (this “Agreement”) dated as of August 8, 2018 (the “Execution Date”) is made and entered into by and among (a) Apache Midstream LLC, a Delaware limited liability company (“Contributor”), (b) Kayne Anderson Acquisition Corp., a Delaware corporation (“Buyer”), (c) Altus Midstream LP, a Delaware limited partnership (the “KAAC Partnership”), (d)(i) Alpine High Gathering LP, a Delaware limited partnership (f/k/a Alpine High Gathering LLC), (ii) Alpine High Pipeline LP, a Delaware limited partnership (f/k/a Alpine High Pipeline LLC), (iii) Alpine High Processing LP, a Delaware limited partnership (f/k/a Alpine High Processing LLC), and (iv) Alpine High NGL Pipeline LP, a Delaware limited partnership (f/k/a Alpine High NGL Pipeline LLC) (individually, a “Partnership” and collectively, the “Partnerships”), and (e) Alpine High Subsidiary GP LLC, a Delaware limited liability company and the sole general partner of each of the Partnerships (the “General Partner” and, t
