July 18, 2019
This Redemption Agreement (this Agreement), dated as of July 18, 2019 (the Effective Date), is entered into by and between American Midstream GP, LLC, a Delaware limited liability company (the Holder), and American Midstream Partners, LP, a Delaware limited partnership (the Partnership). The Holder and the Partnership are sometimes hereinafter each referred to as a Party and collectively as the Parties. Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Merger Agreement (as defined below).
WHEREAS, on March 17, 2019, Anchor Midstream Acquisition, LLC, a Delaware limited liability company (Anchor Acquisition), High Point Infrastructure Partners, LLC, a Delaware limited liability company, the Partnership, the Holder and Anchor Midstream Merger Sub, LLC, a Delaware limited liability company (Merger Sub), entered into that certain Agreement and Plan of Merger (as may be amended, restated or modified from time to time, the Merger Agreement), pursuant to which Merger Sub will merge with and into the Partnership with the Partnership surviving the merger as a subsidiary of the Holder and Anchor Acquisition (the Merger), on the terms and subject to the conditions set forth therein;
WHEREAS, the Holder holds 100% of the issued and outstanding Notional General Partner Units of the Partnership (the Subject Units);
WHEREAS, in connection with the Merger, the Partnership desires to purchase, acquire, accept and redeem from the Holder, and the Holder desires to sell, assign, transfer and convey to the Partnership, all of the Subject Units, effective as of the date hereof (the Redemption), in exchange for the Redemption Consideration (as defined below); and
WHEREAS, following the Redemption, the Holder will retain a non-economic general partner interest in the Partnership and will remain the sole general partner of the Partnership.
NOW THEREFORE, in consideration of the promises set forth herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:
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Redemption. On and subject to the terms and conditions of this Agreement, effective as of the Effective Date, the Holder shall sell, convey, assign, transfer and deliver to the Partnership, the Subject Units, free and clear of all Liens (other than pursuant to applicable law and the Partnership Agreement), and the Partnership shall purchase, acquire, accept and redeem the Subject Units, for the Redemption Consideration.
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Payment of Redemption Consideration. The Redemption Consideration shall consist of 980,889 Common Units. The Redemption Consideration shall be paid or delivered to the Holder on the Effective Date.