Exhibit J
February 25, 2022
Buzzard Midstream LLC
600 Brickell Avenue, PH
Miami, FL 33131
Ladies and Gentlemen:
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.
In connection with the transactions contemplated by the Contribution Agreement, the BX Parties and Buzzard hereby agree as follows:
1. Tag Right. In the event of any direct or indirect sale by either the BX Parties or their Affiliate designee or Affiliate successor or assign (a “BX Entity”), or by Buzzard or its Affiliate designee or Affiliate successor or assign (a “ISQ Entity”), of ten percent (10%) or more of the outstanding common stock of the Company to a non-Affiliate transferee (the transferring person(s), collectively, the “Transferor”), then, if a BX Entity is the seller, each ISQ Entity, and, if an ISQ Entity is the seller, each BX Entity, shall have the right to tag along (the tagging person(s), collectively, the “Tagging Person”) in such sale as to the common stock and units of the Tagging Person in an amount up to the same percentage of its common stock in the Company as the proportion of the common stock proposed to be sold by the Transferor bears to the total holdings of common stock in the Company held by the Transferor; provided, however, that, if the transferee in such sale is not willing to purchase all of the offered common stock and units by the Transferor and the Tagging Person, then the reduction of common stock to be sold in such sale shall be proportionate to the Tagging Person’s and the Transferor’s offered units. For illustrative purposes only, if BX Entity owns 20% of outstanding common stock and ISQ Entity owns 10% of outstanding common stock, and BX Entity desires to sell all of its common stock, then ISQ Entity tags 5% of the outstanding common stock (even though it could have tagged up to 10%), and if the transferee is only willing to purchase 20% of the outstanding common stock, then BX Entity would sell 16% and ISQ Entity would sell 4%. For the avoidance of doubt, nothing in this Section 1 is intended to or shall be construed to limit any rights of any party under the Second A&R Registration Rights Agreement to participate in a sale thereunder.
