Common use of Demand Shelf Registrations Clause in Contracts

Demand Shelf Registrations. At any time after one year after a Qualified Initial Public Offering, and subject to Section 10.5, if any Holder holds Limited Partnership Interests that it desires to sell and Rule 144 of the Securities Act (or any successor rule or regulation to Rule 144) or another exemption from registration is not available to enable such Holder to dispose of the number of Limited Partnership Interests it desires to sell without registration under the Securities Act, then at the option and upon the request of the Holder, the Partnership shall file with the Commission as promptly as practicable after receiving such request, and use all reasonable efforts to cause to become effective and remain effective for a period of not less than three years following its effective date or such shorter period as shall terminate when all Limited Partnership Interests covered by such shelf registration statement have been sold, a “shelf” registration statement covering the Limited Partnership Interests specified by the Holder (including Limited Partnership Interests eligible to be sold pursuant to Rule 144) on an appropriate form under Rule 415 under the Securities Act, or any similar rule that may be adopted by the Commission; provided, however, that the Partnership shall not be required to effect more than two registrations pursuant to Section 10.1 and Section 10.2 at the request of Adena or more than one registration pursuant to Section 10.1 and Section 10.2 at the request of each of Western Pocahontas, Great Northern and New Gauley; and provided further, however, that if the General Partner determines in good faith that any offering under, or the use of any prospectus forming a part of, the shelf registration statement would be materially detrimental to the Partnership and its Partners because such offering or use would (x) materially interfere with a significant acquisition, reorganization or other similar transaction involving the Partnership, (y) require premature disclosure of material information that the Partnership has a bona fide business purpose for preserving as confidential or (z) render the Partnership unable to comply with requirements under applicable securities laws, then the Partnership shall have the right to suspend such offering or use for a period of not more than three months after receipt of the Holder’s request, such right pursuant to Section 10.1 and Section 10.2 not to be utilized more than twice in any twelve-month period. Except as provided in the first sentence of this Section 10.2, the Partnership shall be deemed not to have used all reasonable efforts to keep the registration statement effective during the applicable period if it voluntarily takes any action that would result in Holders of Limited Partnership Interests covered thereby not being able to offer and sell such Limited Partnership Interests at any time during such period, unless such action is required by applicable law. In connection with any shelf registration pursuant to the first sentence of this Section 10.2, the Partnership shall (i) promptly prepare and file (A) such documents as may be necessary to register or qualify the securities subject to such shelf registration under the securities laws of such states as the Holder shall reasonably request; provided, however, that no such qualification shall be required in any jurisdiction where, as a result thereof, the Partnership would become subject to general service of process or to taxation or qualification to do business as a foreign corporation or partnership doing business in such jurisdiction solely as a result of such shelf registration, and (B) such documents as may be necessary to apply for listing or to list the Limited Partnership Interests subject to such registration on such national securities exchange or national quotation system on which the Limited Partnership Interests are listed or quoted for trading as such Holder shall reasonably request, and (ii) do any and all other acts and things that may be necessary or appropriate to enable the Holder to consummate a public sale of such Limited Partnership Interests in such states. Except as set forth in Section 10.4, all expenses incurred in connection with one and only one registration and offering demanded by Adena pursuant to Section 10.1 or this Section 10.2 (other than the underwriters’ and brokers’ discounts and commissions and fees and disbursements of counsel for the Holders), including without limitation all federal and “blue sky” registration, filing and qualification fees, printer’s and accounting fees, reasonable fees and expenses of counsel to the Partnership (selected by the General Partner) and reasonable road show expenses (including aircraft charter fees (if any) and other travel expenses), shall be paid by the Partnership, without reimbursement by the Holders, it being understood and agreed that thereafter all expenses incurred in connection with any other registration and offering demanded pursuant to Section 10.1 or this Section 10.2, including without limitation underwriters’ and brokers’ discounts and commissions relating to Limited Partnership Interests included in such registration by each Holder participating in such offering, all federal and “blue sky” registration, filing and qualification fees, printer’s and accounting fees, fees and expenses of counsel for such Holders, reasonable fees and expenses of one counsel to the Partnership (selected by the General Partner), and reasonable road show expenses (including aircraft charter fees (if any) and other travel expenses), shall be borne by the participating Holders. Each Holder participating in the registration and offering pursuant to this Section 10.2 and each Holder participating in such registration and offering pursuant to Section 10.3 shall bear such Holder’s proportionate share (based on the total amount of Limited Partnership Interests included in such registration) of all expenses payable by the participating Holders.

Demand Shelf Registrations. At 2.3.1 The Holders of Registrable Securities may at any time after one year after a Qualified Initial Public Offeringtime, and subject from time to Section 10.5time, if any Holder holds Limited Partnership Interests to the extent that it desires its Registrable Securities are not covered by an effective Shelf, including, for the avoidance of doubt, pursuant to sell and subsection 2.1.6, request in writing that the Company, pursuant to Rule 144 of 415 under the Securities Act (or any successor rule promulgated thereafter by the Commission), register the resale of any or regulation to all of their Registrable Securities on an automatic shelf registration statement if the Company is a well-known seasoned issuer (as defined in Rule 144) or another exemption from registration is not available to enable such Holder to dispose of the number of Limited Partnership Interests it desires to sell without registration 405 under the Securities Act) or on Form S-3 or any similar short-form registration statement that may be available at such time; provided, then at however, that if the option and upon Company is ineligible to use Form S-3, on Form S-1; a Shelf filed pursuant to this subsection 2.3.1 shall provide for the request resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder. Within five days of the Company’s receipt of a written request from a Holder or Holders of Registrable Securities for a Registration on a Shelf, the Partnership Company shall file with promptly give written notice of the Commission as promptly as practicable after receiving such requestproposed Registration to all other Holders of Registrable Securities, and use each Holder of Registrable Securities who thereafter wishes to include all reasonable efforts to cause to become effective and remain effective for or a period portion of not less than three years following its effective date or such shorter period as Holder’s Registrable Securities in such Registration on shall terminate when all Limited Partnership Interests covered by such shelf registration statement have been soldso notify the Company, a “shelf” registration statement covering in writing, within ten (10) days after the Limited Partnership Interests specified receipt by the Holder of the notice from the Company. As soon as practicable thereafter, but not more than twelve (including Limited Partnership Interests eligible 12) days after the Company’s initial receipt of such written request for a Registration on a Shelf, the Company shall file a Registration Statement relating to be sold pursuant to Rule 144) on an appropriate form under Rule 415 under all or such portion of such Holder’s Registrable Securities as are specified in such written request, together with all or such portion of Registrable Securities of any other Holder or Holders joining in such request as are specified in the Securities Act, written notification given by such Holder or any similar rule that may be adopted by the CommissionHolders; provided, however, that the Partnership Company shall not be required obligated to effect more than two registrations any such Registration pursuant to Section 10.1 this subsection 2.3.1 if the Holders of Registrable Securities, together with the Holders of any other equity securities of the Company entitled to inclusion in such Registration, propose to sell the Registrable Securities and Section 10.2 such other equity securities (if any) at any aggregate price to the request public of Adena or more less than one registration $5,000,000. The Company shall maintain each Shelf, including, for the avoidance of doubt, a Shelf filed pursuant to Section 10.1 subsection 2.1.6, in accordance with the terms hereof, and Section 10.2 at the request of each of Western Pocahontas, Great Northern and New Gauley; and provided further, however, that if the General Partner determines in good faith that any offering under, or the use of any prospectus forming a part of, the shelf registration statement would be materially detrimental to the Partnership and its Partners because such offering or use would (x) materially interfere with a significant acquisition, reorganization or other similar transaction involving the Partnership, (y) require premature disclosure of material information that the Partnership has a bona fide business purpose for preserving as confidential or (z) render the Partnership unable to comply with requirements under applicable securities laws, then the Partnership shall have the right to suspend such offering or use for a period of not more than three months after receipt of the Holder’s request, such right pursuant to Section 10.1 and Section 10.2 not to be utilized more than twice in any twelve-month period. Except as provided in the first sentence of this Section 10.2, the Partnership shall be deemed not to have used all reasonable efforts to keep the registration statement effective during the applicable period if it voluntarily takes any action that would result in Holders of Limited Partnership Interests covered thereby not being able to offer and sell such Limited Partnership Interests at any time during such period, unless such action is required by applicable law. In connection with any shelf registration pursuant to the first sentence of this Section 10.2, the Partnership shall (i) promptly prepare and file (A) with the SEC such documents amendments, including post-effective amendments, and supplements as may be necessary to register or qualify keep such Shelf continuously effective, available for use and in compliance with the securities subject to provisions of the Securities Act until such shelf registration under time as there are no longer any Registrable Securities included on such Shelf. In the securities laws of such states as event the Holder shall reasonably request; provided, however, that no such qualification shall be required in any jurisdiction where, as Company files a result thereofShelf on Form S-1, the Partnership would become subject Company shall use its commercially reasonable best efforts to general service of process or convert the Form S-1 to taxation or qualification a Form S-3 as soon as practicable after the Company is eligible to do business as a foreign corporation or partnership doing business in such jurisdiction solely as a result of such shelf registration, use Form S-3.The Company shall use its commercially reasonable best efforts to obtain and (B) such documents as may be necessary maintain the eligibility to apply for listing or to list the Limited Partnership Interests subject to such registration on such national securities exchange or national quotation system on which the Limited Partnership Interests are listed or quoted for trading as such Holder shall reasonably request, and (ii) do any and all other acts and things that may be necessary or appropriate to enable the Holder to consummate a public sale of such Limited Partnership Interests in such states. Except as set forth in Section 10.4, all expenses incurred in connection with one and only one registration and offering demanded by Adena pursuant to Section 10.1 or this Section 10.2 (other than the underwriters’ and brokers’ discounts and commissions and fees and disbursements of counsel for the Holders), including without limitation all federal and “blue sky” registration, filing and qualification fees, printer’s and accounting fees, reasonable fees and expenses of counsel to the Partnership (selected by the General Partner) and reasonable road show expenses (including aircraft charter fees (if any) and other travel expenses), shall be paid by the Partnership, without reimbursement by the Holders, it being understood and agreed that thereafter all expenses incurred in connection with any other registration and offering demanded pursuant to Section 10.1 or this Section 10.2, including without limitation underwriters’ and brokers’ discounts and commissions relating to Limited Partnership Interests included in such registration by each Holder participating in such offering, all federal and “blue sky” registration, filing and qualification fees, printer’s and accounting fees, fees and expenses of counsel for such Holders, reasonable fees and expenses of one counsel to the Partnership (selected by the General Partner), and reasonable road show expenses (including aircraft charter fees (if any) and other travel expenses), shall be borne by the participating Holders. Each Holder participating in the registration and offering pursuant to this Section 10.2 and each Holder participating in such registration and offering pursuant to Section 10.3 shall bear such Holder’s proportionate share (based on the total amount of Limited Partnership Interests included in such registration) of all expenses payable by the participating Holdersuse Form S-3.

Demand Shelf Registrations. At any time after one year after a Qualified Initial Public Offering, and subject to Section 10.5, if any Holder holds Limited Partnership Interests that it desires to sell and Rule 144 of the Securities Act (or any successor rule or regulation to Rule 144) or another exemption from registration is not available to enable such Holder to dispose of the number of Limited Partnership Interests it desires to sell without registration under the Securities Act, then at the option and upon the request of the Holder, the Partnership shall file with the Commission as promptly as practicable after receiving such request, and use all reasonable efforts to cause to become effective and remain effective for a period of not less than three years following its effective date or such shorter period as shall terminate when all Limited Partnership Interests covered by such shelf registration statement have been sold, a “shelf” registration statement covering the Limited Partnership Interests specified by the Holder (including Limited Partnership Interests eligible to be sold pursuant to Rule 144) on an appropriate form under Rule 415 under the Securities Act, or any similar rule that may be adopted by the Commission; provided, however, that the Partnership shall not be required to effect more than two registrations pursuant to Section 10.1 and Section 10.2 at the request of Adena or more than one registration pursuant to Section 10.1 and Section 10.2 at the request of each of Western Pocahontas, Pocahontas and Great Northern and New GauleyNorthern; and provided further, however, that if the General Partner determines in good faith that any offering under, or the use of any prospectus forming a part of, the shelf registration statement would be materially detrimental to the Partnership and its Partners because such offering or use would (x) materially interfere with a significant acquisition, reorganization or other similar transaction involving the Partnership, (y) require premature disclosure of material information that the Partnership has a bona fide business purpose for preserving as confidential or (z) render the Partnership unable to comply with requirements under applicable securities laws, then the Partnership shall have the right to suspend such offering or use for a period of not more than three months after receipt of the Holder’s request, such right pursuant to Section 10.1 and Section 10.2 not to be utilized more than twice in any twelve-month period. Except as provided in the first sentence of this Section 10.2, the Partnership shall be deemed not to have used all reasonable efforts to keep the registration statement effective during the applicable period if it voluntarily takes any action that would result in Holders of Limited Partnership Interests covered thereby not being able to offer and sell such Limited Partnership Interests at any time during such period, unless such action is required by applicable law. In connection with any shelf registration pursuant to the first sentence of this Section 10.2, the Partnership shall (i) promptly prepare and file (A) such documents as may be necessary to register or qualify the securities subject to such shelf registration under the securities laws of such states as the Holder shall reasonably request; provided, however, that no such qualification shall be required in any jurisdiction where, as a result thereof, the Partnership would become subject to general service of process or to taxation or qualification to do business as a foreign corporation or partnership doing business in such jurisdiction solely as a result of such shelf registration, and (B) such documents as may be necessary to apply for listing or to list the Limited Partnership Interests subject to such registration on such national securities exchange or national quotation system on which the Limited Partnership Interests are listed or quoted for trading as such Holder shall reasonably request, and (ii) do any and all other acts and things that may be necessary or appropriate to enable the Holder to consummate a public sale of such Limited Partnership Interests in such states. Except as set forth in Section 10.4, all expenses incurred in connection with one and only one registration and offering demanded by Adena pursuant to Section 10.1 or this Section 10.2 (other than the underwriters’ and brokers’ discounts and commissions and fees and disbursements of counsel for the Holders), including without limitation all federal and “blue sky” registration, filing and qualification fees, printer’s and accounting fees, reasonable fees and expenses of counsel to the Partnership (selected by the General Partner) and reasonable road show expenses (including aircraft charter fees (if any) and other travel expenses), shall be paid by the Partnership, without reimbursement by the Holders, it being understood and agreed that thereafter all expenses incurred in connection with any other registration and offering demanded pursuant to Section 10.1 or this Section 10.2, including without limitation underwriters’ and brokers’ discounts and commissions relating to Limited Partnership Interests included in such registration by each Holder participating in such offering, all federal and “blue sky” registration, filing and qualification fees, printer’s and accounting fees, fees and expenses of counsel for such Holders, reasonable fees and expenses of one counsel to the Partnership (selected by the General Partner), and reasonable road show expenses (including aircraft charter fees (if any) and other travel expenses), shall be borne by the participating Holders. Each Holder participating in the registration and offering pursuant to this Section 10.2 and each Holder participating in such registration and offering pursuant to Section 10.3 shall bear such Holder’s proportionate share (based on the total amount of Limited Partnership Interests included in such registration) of all expenses payable by the participating Holders.

Demand Shelf Registrations. At 2.3.1 The Holders of Registrable Securities may at any time after one year after a Qualified Initial Public Offeringtime, and subject from time to Section 10.5time on or after the date hereof, if any Holder holds Limited Partnership Interests to the extent that it desires its Registrable Securities are not covered by an effective Shelf, including, for the avoidance of doubt, pursuant to sell and subsection 2.1.6, request in writing that the Company, pursuant to Rule 144 of 415 under the Securities Act (or any successor rule promulgated thereafter by the Commission), register the resale of any or regulation to all of their Registrable Securities on an automatic shelf registration statement if the Company is a well-known seasoned issuer (as defined in Rule 144) or another exemption from registration is not available to enable such Holder to dispose of the number of Limited Partnership Interests it desires to sell without registration 405 under the Securities Act) or on Form F-3 or any similar short-form registration statement that may be available at such time; provided, then at however, that if the option and upon Company is ineligible to use Form F-3, on Form F-1; a Shelf filed pursuant to this subsection 2.3.1 shall provide for the request resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder. Within ten (10) days of the Company’s receipt of a written request from a Holder or Holders of Registrable Securities for a Registration on a Shelf, the Partnership Company shall file with promptly give written notice of the Commission as promptly as practicable after receiving such requestproposed Registration to all other Holders of Registrable Securities, and use each Holder of Registrable Securities who thereafter wishes to include all reasonable efforts to cause to become effective and remain effective for or a period portion of not less than such Holder’s Registrable Securities in such Registration shall so notify the Company, in writing, within three years following its effective date or such shorter period as shall terminate when all Limited Partnership Interests covered by such shelf registration statement have been sold, a “shelf” registration statement covering (3) Business Days after the Limited Partnership Interests specified receipt by the Holder of the notice from the Company. As soon as practicable thereafter, but not more than twenty (including Limited Partnership Interests eligible 20) days after the Company’s initial receipt of such written request for a Registration on a Shelf, the Company shall file a Registration Statement relating to be sold pursuant to Rule 144) on an appropriate form under Rule 415 under all or such portion of such Holder’s Registrable Securities as are specified in such written request, together with all or such portion of Registrable Securities of any other Holder or Holders joining in such request as are specified in the Securities Act, written notification given by such Holder or any similar rule that may be adopted by the CommissionHolders; provided, however, that the Partnership Company shall not be required obligated to effect more than two registrations any such Registration pursuant to Section 10.1 this subsection 2.3.1 if the Holders of Registrable Securities, together with the Holders of any other equity securities of the Company entitled to inclusion in such Registration, propose to sell the Registrable Securities and Section 10.2 such other equity securities (if any) at any aggregate price to the request public of Adena or more less than one registration $10,000,000. The Company shall maintain each Shelf, including, for the avoidance of doubt, a Sxxxx filed pursuant to Section 10.1 subsection 2.1.6, in accordance with the terms hereof, and Section 10.2 at the request of each of Western Pocahontas, Great Northern and New Gauley; and provided further, however, that if the General Partner determines in good faith that any offering under, or the use of any prospectus forming a part of, the shelf registration statement would be materially detrimental to the Partnership and its Partners because such offering or use would (x) materially interfere with a significant acquisition, reorganization or other similar transaction involving the Partnership, (y) require premature disclosure of material information that the Partnership has a bona fide business purpose for preserving as confidential or (z) render the Partnership unable to comply with requirements under applicable securities laws, then the Partnership shall have the right to suspend such offering or use for a period of not more than three months after receipt of the Holder’s request, such right pursuant to Section 10.1 and Section 10.2 not to be utilized more than twice in any twelve-month period. Except as provided in the first sentence of this Section 10.2, the Partnership shall be deemed not to have used all reasonable efforts to keep the registration statement effective during the applicable period if it voluntarily takes any action that would result in Holders of Limited Partnership Interests covered thereby not being able to offer and sell such Limited Partnership Interests at any time during such period, unless such action is required by applicable law. In connection with any shelf registration pursuant to the first sentence of this Section 10.2, the Partnership shall (i) promptly prepare and file (A) with the SEC such documents amendments, including post-effective amendments, and supplements as may be necessary to register or qualify keep such Shelf continuously effective, available for use and in compliance with the securities subject to provisions of the Securities Act until such shelf registration under time as there are no longer any Registrable Securities included on such Shelf. In the securities laws of such states as event the Holder shall reasonably request; provided, however, that no such qualification shall be required in any jurisdiction where, as Company files a result thereofShelf on Form F-1, the Partnership would become subject Company shall use its commercially reasonable best efforts to general service of process or convert the Form F-1 to taxation or qualification a Form F-3 as soon as practicable after the Company is eligible to do business as a foreign corporation or partnership doing business in such jurisdiction solely as a result of such shelf registration, and (B) such documents as may be necessary to apply for listing or to list the Limited Partnership Interests subject to such registration on such national securities exchange or national quotation system on which the Limited Partnership Interests are listed or quoted for trading as such Holder shall reasonably request, and (ii) do any and all other acts and things that may be necessary or appropriate to enable the Holder to consummate a public sale of such Limited Partnership Interests in such states. Except as set forth in Section 10.4, all expenses incurred in connection with one and only one registration and offering demanded by Adena pursuant to Section 10.1 or this Section 10.2 (other than the underwriters’ and brokers’ discounts and commissions and fees and disbursements of counsel for the Holders), including without limitation all federal and “blue sky” registration, filing and qualification fees, printer’s and accounting fees, reasonable fees and expenses of counsel to the Partnership (selected by the General Partner) and reasonable road show expenses (including aircraft charter fees (if any) and other travel expenses), shall be paid by the Partnership, without reimbursement by the Holders, it being understood and agreed that thereafter all expenses incurred in connection with any other registration and offering demanded pursuant to Section 10.1 or this Section 10.2, including without limitation underwriters’ and brokers’ discounts and commissions relating to Limited Partnership Interests included in such registration by each Holder participating in such offering, all federal and “blue sky” registration, filing and qualification fees, printer’s and accounting fees, fees and expenses of counsel for such Holders, reasonable fees and expenses of one counsel to the Partnership (selected by the General Partner), and reasonable road show expenses (including aircraft charter fees (if any) and other travel expenses), shall be borne by the participating Holders. Each Holder participating in the registration and offering pursuant to this Section 10.2 and each Holder participating in such registration and offering pursuant to Section 10.3 shall bear such Holder’s proportionate share (based on the total amount of Limited Partnership Interests included in such registration) of all expenses payable by the participating Holdersuse Form F-3.

Demand Shelf Registrations. At 2.3.1 The Holders of Registrable Securities may at any time after one year after a Qualified Initial Public Offeringtime, and subject from time to Section 10.5time, if any Holder holds Limited Partnership Interests to the extent that it desires its Registrable Securities are not covered by an effective Shelf, including, for the avoidance of doubt, pursuant to sell and subsection 2.1.6, request in writing that the Company, pursuant to Rule 144 of 415 under the Securities Act (or any successor rule promulgated thereafter by the Commission), register the resale of any or regulation to all of their Registrable Securities on an automatic shelf registration statement if the Company is a well-known seasoned issuer (as defined in Rule 144) or another exemption from registration is not available to enable such Holder to dispose of the number of Limited Partnership Interests it desires to sell without registration 405 under the Securities Act) or on Form S-3 or any similar short-form registration statement that may be available at such time; provided, then at however, that if the option and upon Company is ineligible to use Form S-3, on Form S-1; a Shelf filed pursuant to this subsection 2.3.1 shall provide for the request resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder. Within three (3) days of the Company’s receipt of a written request from a Holder or Holders of Registrable Securities for a Registration on a Shelf, the Partnership Company shall file with promptly give written notice of the Commission as promptly as practicable after receiving such requestproposed Registration to all other Holders of Registrable Securities, and use each Holder of Registrable Securities who thereafter wishes to include all reasonable efforts to cause to become effective and remain effective for or a period portion of not less than such Holder’s Registrable Securities in such Registration shall so notify the Company, in writing, within three years following its effective date or such shorter period as shall terminate when all Limited Partnership Interests covered by such shelf registration statement have been sold, a “shelf” registration statement covering (3) Business Days after the Limited Partnership Interests specified receipt by the Holder of the notice from the Company. As soon as practicable thereafter, but not more than ten (including Limited Partnership Interests eligible 10) days after the Company’s initial receipt of such written request for a Registration on a Shelf, the Company shall file a Registration Statement relating to be sold pursuant to Rule 144) on an appropriate form under Rule 415 under all or such portion of such Holder’s Registrable Securities as are specified in such written request, together with all or such portion of Registrable Securities of any other Holder or Holders joining in such request as are specified in the Securities Act, written notification given by such Holder or any similar rule that may be adopted by the CommissionHolders; provided, however, that the Partnership Company shall not be required obligated to effect more than two registrations any such Registration pursuant to Section 10.1 this subsection 2.3.1 if the Holders of Registrable Securities, together with the Holders of any other equity securities of the Company entitled to inclusion in such Registration, propose to sell the Registrable Securities and Section 10.2 such other equity securities (if any) at any aggregate price to the request public of Adena or more less than one registration $10,000,000. The Company shall maintain each Shelf, including, for the avoidance of doubt, a Sxxxx filed pursuant to Section 10.1 subsection 2.1.6, in accordance with the terms hereof, and Section 10.2 at the request of each of Western Pocahontas, Great Northern and New Gauley; and provided further, however, that if the General Partner determines in good faith that any offering under, or the use of any prospectus forming a part of, the shelf registration statement would be materially detrimental to the Partnership and its Partners because such offering or use would (x) materially interfere with a significant acquisition, reorganization or other similar transaction involving the Partnership, (y) require premature disclosure of material information that the Partnership has a bona fide business purpose for preserving as confidential or (z) render the Partnership unable to comply with requirements under applicable securities laws, then the Partnership shall have the right to suspend such offering or use for a period of not more than three months after receipt of the Holder’s request, such right pursuant to Section 10.1 and Section 10.2 not to be utilized more than twice in any twelve-month period. Except as provided in the first sentence of this Section 10.2, the Partnership shall be deemed not to have used all reasonable efforts to keep the registration statement effective during the applicable period if it voluntarily takes any action that would result in Holders of Limited Partnership Interests covered thereby not being able to offer and sell such Limited Partnership Interests at any time during such period, unless such action is required by applicable law. In connection with any shelf registration pursuant to the first sentence of this Section 10.2, the Partnership shall (i) promptly prepare and file (A) with the SEC such documents amendments, including post-effective amendments, and supplements as may be necessary to register or qualify keep such Shelf continuously effective, available for use and in compliance with the securities subject to provisions of the Securities Act until such shelf registration under time as there are no longer any Registrable Securities included on such Shelf. In the securities laws of such states as event the Holder shall reasonably request; provided, however, that no such qualification shall be required in any jurisdiction where, as Company files a result thereofShelf on Form S-1, the Partnership would become subject Company shall use its commercially reasonable best efforts to general service of process or convert the Form S-1 to taxation or qualification a Form S-3 as soon as practicable after the Company is eligible to do business as a foreign corporation or partnership doing business in such jurisdiction solely as a result of such shelf registration, use Form S-3. The Company shall use its commercially reasonable best efforts to obtain and (B) such documents as may be necessary maintain the eligibility to apply for listing or to list the Limited Partnership Interests subject to such registration on such national securities exchange or national quotation system on which the Limited Partnership Interests are listed or quoted for trading as such Holder shall reasonably request, and (ii) do any and all other acts and things that may be necessary or appropriate to enable the Holder to consummate a public sale of such Limited Partnership Interests in such states. Except as set forth in Section 10.4, all expenses incurred in connection with one and only one registration and offering demanded by Adena pursuant to Section 10.1 or this Section 10.2 (other than the underwriters’ and brokers’ discounts and commissions and fees and disbursements of counsel for the Holders), including without limitation all federal and “blue sky” registration, filing and qualification fees, printer’s and accounting fees, reasonable fees and expenses of counsel to the Partnership (selected by the General Partner) and reasonable road show expenses (including aircraft charter fees (if any) and other travel expenses), shall be paid by the Partnership, without reimbursement by the Holders, it being understood and agreed that thereafter all expenses incurred in connection with any other registration and offering demanded pursuant to Section 10.1 or this Section 10.2, including without limitation underwriters’ and brokers’ discounts and commissions relating to Limited Partnership Interests included in such registration by each Holder participating in such offering, all federal and “blue sky” registration, filing and qualification fees, printer’s and accounting fees, fees and expenses of counsel for such Holders, reasonable fees and expenses of one counsel to the Partnership (selected by the General Partner), and reasonable road show expenses (including aircraft charter fees (if any) and other travel expenses), shall be borne by the participating Holders. Each Holder participating in the registration and offering pursuant to this Section 10.2 and each Holder participating in such registration and offering pursuant to Section 10.3 shall bear such Holder’s proportionate share (based on the total amount of Limited Partnership Interests included in such registration) of all expenses payable by the participating Holdersuse Form S-3.

Demand Shelf Registrations. At 2.3.1 The Holders of Registrable Securities may at any time after one year after a Qualified Initial Public Offeringtime, and subject from time to Section 10.5time on or after the date hereof, if any Holder holds Limited Partnership Interests to the extent that it desires its Registrable Securities are not covered by an effective Shelf, including, for the avoidance of doubt, pursuant to sell and subsection 2.1.6, request in writing that the Company, pursuant to Rule 144 of 415 under the Securities Act (or any successor rule promulgated thereafter by the Commission), register the resale of any or regulation to all of their Registrable Securities on an automatic shelf registration statement if the Company is a well-known seasoned issuer (as defined in Rule 144) or another exemption from registration is not available to enable such Holder to dispose of the number of Limited Partnership Interests it desires to sell without registration 405 under the Securities Act) or on Form F-3 or any similar short-form registration statement that may be available at such time; provided, then at however, that if the option and upon Company is ineligible to use Form F-3, on Form F-1; a Shelf filed pursuant to this subsection 2.3.1 shall provide for the request resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder. Within ten (10) days of the Company’s receipt of a written request from a Holder or Holders of Registrable Securities for a Registration on a Shelf, the Partnership Company shall file with promptly give written notice of the Commission as promptly as practicable after receiving such requestproposed Registration to all other Holders of Registrable Securities, and use each Holder of Registrable Securities who thereafter wishes to include all reasonable efforts to cause to become effective and remain effective for or a period portion of not less than such Holder’s Registrable Securities in such Registration shall so notify the Company, in writing, within three years following its effective date or such shorter period as shall terminate when all Limited Partnership Interests covered by such shelf registration statement have been sold, a “shelf” registration statement covering (3) Business Days after the Limited Partnership Interests specified receipt by the Holder of the notice from the Company. As soon as practicable thereafter, but not more than twenty (including Limited Partnership Interests eligible 20) days after the Company’s initial receipt of such written request for a Registration on a Shelf, the Company shall file a Registration Statement relating to be sold pursuant to Rule 144) on an appropriate form under Rule 415 under all or such portion of such Holder’s Registrable Securities as are specified in such written request, together with all or such portion of Registrable Securities of any other Holder or Holders joining in such request as are specified in the Securities Act, written notification given by such Holder or any similar rule that may be adopted by the CommissionHolders; provided, however, that the Partnership Company shall not be required obligated to effect more than two registrations any such Registration pursuant to Section 10.1 this subsection 2.3.1 if the Holders of Registrable Securities, together with the Holders of any other equity securities of the Company entitled to inclusion in such Registration, propose to sell the Registrable Securities and Section 10.2 such other equity securities (if any) at any aggregate price to the request public of Adena or more less than one registration $10,000,000. The Company shall maintain each Shelf, including, for the avoidance of doubt, a Sxxxx filed pursuant to Section 10.1 subsection 2.1.6, in accordance with the terms hereof, and Section 10.2 at the request of each of Western Pocahontas, Great Northern and New Gauley; and provided further, however, that if the General Partner determines in good faith that any offering under, or the use of any prospectus forming a part of, the shelf registration statement would be materially detrimental to the Partnership and its Partners because such offering or use would (x) materially interfere with a significant acquisition, reorganization or other similar transaction involving the Partnership, (y) require premature disclosure of material information that the Partnership has a bona fide business purpose for preserving as confidential or (z) render the Partnership unable to comply with requirements under applicable securities laws, then the Partnership shall have the right to suspend such offering or use for a period of not more than three months after receipt of the Holder’s request, such right pursuant to Section 10.1 and Section 10.2 not to be utilized more than twice in any twelve-month period. Except as provided in the first sentence of this Section 10.2, the Partnership shall be deemed not to have used all reasonable efforts to keep the registration statement effective during the applicable period if it voluntarily takes any action that would result in Holders of Limited Partnership Interests covered thereby not being able to offer and sell such Limited Partnership Interests at any time during such period, unless such action is required by applicable law. In connection with any shelf registration pursuant to the first sentence of this Section 10.2, the Partnership shall (i) promptly prepare and file (A) with the SEC such documents amendments, including post-effective amendments, and supplements as may be necessary to register or qualify keep such Shelf continuously effective, available for use and in compliance with the securities subject to provisions of the Securities Act until such shelf registration under time as there are no longer any Registrable Securities included on such Shelf. In the securities laws of such states as event the Holder shall reasonably request; provided, however, that no such qualification shall be required in any jurisdiction where, as Company files a result thereofShelf on Form F-1, the Partnership would become subject Company shall use its commercially reasonable best efforts to general service of process or convert the Form F-1 to taxation or qualification a Form F-3 as soon as practicable after the Company is eligible to do business as a foreign corporation or partnership doing business in such jurisdiction solely as a result of such shelf registration, and (B) such documents as may be necessary to apply for listing or to list the Limited Partnership Interests subject to such registration on such national securities exchange or national quotation system on which the Limited Partnership Interests are listed or quoted for trading as such Holder shall reasonably request, and (ii) do any and all other acts and things that may be necessary or appropriate to enable the Holder to consummate a public sale of such Limited Partnership Interests in such statesuse Form F-3. Except as set forth in Section 10.4, all expenses incurred in connection with one and only one registration and offering demanded by Adena pursuant to Section 10.1 or this Section 10.2 (other than the underwriters’ and brokers’ discounts and commissions and fees and disbursements of counsel for the Holders), including without limitation all federal and “blue sky” registration, filing and qualification fees, printer’s and accounting fees, reasonable fees and expenses of counsel to the Partnership (selected by the General Partner) and reasonable road show expenses (including aircraft charter fees (if any) and other travel expenses), shall be paid by the Partnership, without reimbursement by the Holders, it being understood and agreed that thereafter all expenses incurred in connection with any other registration and offering demanded pursuant to Section 10.1 or this Section 10.2, including without limitation underwriters’ and brokers’ discounts and commissions relating to Limited Partnership Interests included in such registration by each Holder participating in such offering, all federal and “blue sky” registration, filing and qualification fees, printer’s and accounting fees, fees and expenses of counsel for such Holders, reasonable fees and expenses of one counsel to the Partnership (selected by the General Partner), and reasonable road show expenses (including aircraft charter fees (if any) and other travel expenses), shall be borne by the participating Holders. Each Holder participating in the registration and offering pursuant to this Section 10.2 and each Holder participating in such registration and offering pursuant to Section 10.3 shall bear such Holder’s proportionate share (based on the total amount of Limited Partnership Interests included in such registration) of all expenses payable by the participating Holders.113

Demand Shelf Registrations. At 2.3.1 The Holders of Registrable Securities may at any time after one year after a Qualified Initial Public Offeringtime, and subject from time to time, to the extent that its Registrable Securities are not covered by an effective Shelf, including, for the avoidance of doubt, pursuant to Section 10.52.1.6 request in writing that the Company, if any Holder holds Limited Partnership Interests that it desires pursuant to sell and Rule 144 of 415 under the Securities Act (or any successor rule promulgated thereafter by the Commission), register the resale of any or regulation to all of their Registrable Securities on an automatic shelf registration statement if the Company is a well-known seasoned issuer (as defined in Rule 144) or another exemption from registration is not available to enable such Holder to dispose of the number of Limited Partnership Interests it desires to sell without registration 405 under the Securities Act) or on Form S-3 or any similar short-form registration statement that may be available at such time; provided, then at however, that if the option and upon Company is ineligible to use Form S-3, on Form S-1; a Shelf filed pursuant to this subsection 2.3.1 shall provide for the request resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder. Within three days of the Company’s receipt of a written request from a Holder or Holders of Registrable Securities for a Registration on a Shelf, the Partnership Company shall file with promptly give written notice of the Commission as promptly as practicable after receiving such requestproposed Registration to all other Holders of Registrable Securities, and use each Holder of Registrable Securities who thereafter wishes to include all reasonable efforts to cause to become effective and remain effective for or a period portion of not less than such Holder’s Registrable Securities in such Registration shall so notify the Company, in writing, within three years following its effective date or such shorter period as shall terminate when all Limited Partnership Interests covered by such shelf registration statement have been sold, a “shelf” registration statement covering business days after the Limited Partnership Interests specified receipt by the Holder (including Limited Partnership Interests eligible to be sold pursuant to Rule 144) of the notice from the Company. As soon as practicable thereafter, but not more than ten days after the Company’s initial receipt of such written request for a Registration on an appropriate form under Rule 415 under a Shelf, the Company shall register all or such portion of such Holder’s Registrable Securities Actas are specified in such written request, together with all or such portion of Registrable Securities of any similar rule that may be adopted other Holder or Holders joining in such request as are specified in the written notification given by the Commissionsuch Holder or Holders; provided, however, that the Partnership Company shall not be required obligated to effect more than two registrations any such Registration pursuant to Section 10.1 and Section 10.2 at the request of Adena or more than one registration pursuant to Section 10.1 and Section 10.2 at the request of each of Western Pocahontas, Great Northern and New Gauley; and provided further, however, that this subsection 2.3.1 if the General Partner determines in good faith that any offering underHolders of Registrable Securities, or together with the use Holders of any prospectus forming a part ofother equity securities of the Company entitled to inclusion in such Registration, propose to sell the shelf registration statement would be materially detrimental Registrable Securities and such other equity securities (if any) at any aggregate price to the Partnership public of less than $5,000,000. The Company shall maintain each Shelf in accordance with the terms hereof, and its Partners because such offering or use would (x) materially interfere with a significant acquisition, reorganization or other similar transaction involving the Partnership, (y) require premature disclosure of material information that the Partnership has a bona fide business purpose for preserving as confidential or (z) render the Partnership unable to comply with requirements under applicable securities laws, then the Partnership shall have the right to suspend such offering or use for a period of not more than three months after receipt of the Holder’s request, such right pursuant to Section 10.1 and Section 10.2 not to be utilized more than twice in any twelve-month period. Except as provided in the first sentence of this Section 10.2, the Partnership shall be deemed not to have used all reasonable efforts to keep the registration statement effective during the applicable period if it voluntarily takes any action that would result in Holders of Limited Partnership Interests covered thereby not being able to offer and sell such Limited Partnership Interests at any time during such period, unless such action is required by applicable law. In connection with any shelf registration pursuant to the first sentence of this Section 10.2, the Partnership shall (i) promptly prepare and file (A) with the SEC such documents amendments, including post-effective amendments, and supplements as may be necessary to register or qualify keep such Shelf continuously effective, available for use and in compliance with the securities subject to provisions of the Securities Act until such shelf registration under time as there are no longer any Registrable Securities included on such Shelf. In the securities laws of such states as event the Holder shall reasonably request; provided, however, that no such qualification shall be required in any jurisdiction where, as Company files a result thereofShelf on Form S-1, the Partnership would become subject Company shall use its commercially reasonable efforts to general service of process or convert the Form S-1 to taxation or qualification a Form S-3 as soon as practicable after the Company is eligible to do business as a foreign corporation or partnership doing business in such jurisdiction solely as a result of such shelf registration, and (B) such documents as may be necessary to apply for listing or to list the Limited Partnership Interests subject to such registration on such national securities exchange or national quotation system on which the Limited Partnership Interests are listed or quoted for trading as such Holder shall reasonably request, and (ii) do any and all other acts and things that may be necessary or appropriate to enable the Holder to consummate a public sale of such Limited Partnership Interests in such states. Except as set forth in Section 10.4, all expenses incurred in connection with one and only one registration and offering demanded by Adena pursuant to Section 10.1 or this Section 10.2 (other than the underwriters’ and brokers’ discounts and commissions and fees and disbursements of counsel for the Holders), including without limitation all federal and “blue sky” registration, filing and qualification fees, printer’s and accounting fees, reasonable fees and expenses of counsel to the Partnership (selected by the General Partner) and reasonable road show expenses (including aircraft charter fees (if any) and other travel expenses), shall be paid by the Partnership, without reimbursement by the Holders, it being understood and agreed that thereafter all expenses incurred in connection with any other registration and offering demanded pursuant to Section 10.1 or this Section 10.2, including without limitation underwriters’ and brokers’ discounts and commissions relating to Limited Partnership Interests included in such registration by each Holder participating in such offering, all federal and “blue sky” registration, filing and qualification fees, printer’s and accounting fees, fees and expenses of counsel for such Holders, reasonable fees and expenses of one counsel to the Partnership (selected by the General Partner), and reasonable road show expenses (including aircraft charter fees (if any) and other travel expenses), shall be borne by the participating Holders. Each Holder participating in the registration and offering pursuant to this Section 10.2 and each Holder participating in such registration and offering pursuant to Section 10.3 shall bear such Holder’s proportionate share (based on the total amount of Limited Partnership Interests included in such registration) of all expenses payable by the participating Holdersuse Form S-3.