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
