CONSIDERATION ALLOCATION AGREEMENTConsideration Allocation Agreement • March 4th, 2022 • Blackstone Holdings III L.P. • Natural gas transmission • Delaware
Reference is made to that certain Contribution Agreement by and among Altus Midstream Company, a Delaware corporation (the “Company”), Altus Midstream LP, a Delaware limited partnership, New BCP Raptor Holdco, LLC, a Delaware limited liability company, and solely for the purposes set forth therein, BCP Raptor Holdco, LP, a Delaware limited partnership (“Raptor”), dated October 21, 2021 (the “Contribution Agreement”). Capitalized terms used in this Consideration Allocation Agreement (this “Consideration Allocation Agreement”) but not otherwise defined herein shall have the meanings ascribed to such terms in the Contribution Agreement. This Consideration Allocation Agreement shall be effective upon Closing.
RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • March 4th, 2022 • Blackstone Holdings III L.P. • Natural gas transmission • Delaware
This Restricted Stock Agreement (this “Agreement”) is made and entered into as of February 21, 2022 (the “Effective Date”) by and between Altus Midstream Company, a Delaware corporation (the “Company” (it being understood that from and after the Closing, the Company’s name shall be “Kinetik Holdings Inc.”)), and [•] (“you”). Reference is made to that certain Contribution Agreement by and among the Company, Altus Midstream LP, a Delaware limited partnership (“Altus Midstream”), New BCP Raptor Holdco, LLC, a Delaware limited liability company, and solely for the purposes set forth therein, BCP Raptor Holdco, LP, a Delaware limited partnership (“Raptor”), dated October 21, 2021 (the “Contribution Agreement”). In connection with the transactions contemplated by the Contribution Agreement, your Raptor Class A-1 and Class A-2 units were exchanged for restricted shares of Stock (as defined), which restricted shares have been granted to you by the Company (through a distribution by Contributor
February 25, 2022Tag Right Agreement • March 4th, 2022 • Blackstone Holdings III L.P. • Natural gas transmission • Delaware
This letter agreement (this “Agreement”) is entered into by and among BCP Raptor Aggregator, LP, a Delaware limited partnership (“Raptor Aggregator”), BX Permian Pipeline Aggregator LP, a Delaware limited partnership (“BX Permian Aggregator” and, together with Raptor Aggregator, collectively, the “BX Parties”) and Buzzard Midstream LLC, a Delaware limited liability company (“Buzzard”). Reference is made to that certain Contribution Agreement by and among Altus Midstream Company, a Delaware corporation (the “Company”), Altus Midstream LP, a Delaware limited partnership, New BCP Raptor Holdco, LLC, a Delaware limited liability company, and solely for the purposes set forth therein, BCP Raptor Holdco, LP, a Delaware limited partnership, dated as of October 21, 2021 (the “Contribution Agreement”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Contribution Agreement.
JOINT FILING AGREEMENTJoint Filing Agreement • March 4th, 2022 • Blackstone Holdings III L.P. • Natural gas transmission
Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the “Exchange Act”) the undersigned hereby agree to the joint filing on behalf of each of them of any filing required by such party under Section 13 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with respect to securities of Kinetik Holdings Inc., a Delaware corporation, and further agree to the filing, furnishing, and/or incorporation by reference of this Agreement as an exhibit thereto. Each of them is responsible for the timely filing of such filings and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information
