THE OFFER AND SALE OF THIS WARRANT AND THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT). NEITHER THIS WARRANT NOR ANY OF THE SECURITIES REPRESENTED HEREBY MAY BE TRANSFERRED IN VIOLATION OF THE SECURITIES ACT, THE RULES AND REGULATIONS THEREUNDER OR THE PROVISIONS OF THIS WARRANT.
SUMMIT MIDSTREAM PARTNERS, LP
WARRANT TO PURCHASE COMMON UNITS
For VALUE RECEIVED, SMP TOPCO, LLC, a Delaware limited liability company (the Warrantholder), is entitled to purchase, subject to the provisions of this Warrant to Purchase Common Units (this Warrant), from SUMMIT MIDSTREAM PARTNERS, LP, a Delaware limited partnership (the Partnership), up to 8,059,609 common units (the Warrant Units) representing limited partner interests of the Partnership (Common Units), at an exercise price of $1.023 per Warrant Unit (as adjusted from time to time pursuant hereto, the Exercise Price).
This Warrant is authorized under the terms of the Third Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of March 22, 2019 (as such agreement may be amended from time to time, the Partnership Agreement), and is issued in connection with that certain Purchase Agreement (as such agreement may be amended from time to time, the Purchase Agreement) dated as of May 3, 2020, by and among Energy Capital Partners II, LP, a Delaware limited partnership, Energy Capital Partners II-A, LP, a Delaware limited partnership, Energy Capital Partners II-B IP, LP, a Delaware limited partnership, Energy Capital Partners II-C (Summit IP), LP, a Delaware limited partnership, Energy Capital Partners II (Summit Co-Invest), LP, a Delaware limited partnership, Summit Midstream Management, LLC, a Delaware limited liability company, the Original Warrantholder (as defined below), SMLP Holdings, LLC, a Delaware limited liability company (SMLP Holdings), the Partnership, and for the limited purposes set forth therein, Summit Midstream GP, LLC, a Delaware limited liability company and the general partner of the Partnership. Unless otherwise indicated herein, capitalized terms used in this Warrant shall have the respective meanings ascribed to such terms in the Purchase Agreement.
This Warrant is part of a series of Warrants originally issued to SMP TopCo, LLC, a Delaware limited liability company (the Original Warrantholder), and SMLP Holdings with respect to an aggregate of 10,000,000 Warrant Units (collectively, the Series A Warrants).
Section 1. Registration. The Partnership shall maintain books for the transfer and registration of this Warrant. Upon the initial issuance of this Warrant, the Partnership shall issue and register this Warrant in the name of the Warrantholder in the books to be maintained by the Partnership for such purpose.