Common use of Initial Shelf Registration Clause in Contracts

Initial Shelf Registration. (a) The General Partner shall file a "shelf" registration statement with respect to all Registrable Securities on any appropriate form pursuant to Rule 415 (or similar rule that may be adopted by the Commission) under the Act (the "Initial Shelf Registration") on or within two weeks either side of the date which is one year and ten days after the closing date of the Questar Transactions (the "Filing Date") (i) covering the issuance of the Common Stock by the General Partner upon conversion of the Partnership Units, and (ii) if required by any Rights Holder, the resale of such Rights Holder's Common Stock issuable upon conversion of the Partnership Units and, shall use its best efforts to have such Initial Shelf Registration declared effective by the Commission on or prior to 90 days after the Filing Date. (b) The General Partner shall use its best efforts to keep the Shelf Registration continuously effective until all the Registrable Securities covered by the Shelf Registration have been sold pursuant to the terms of the Shelf Registration. The Company further agrees: (i) if requested by any Rights Holder in connection with any sale by such Rights Holder (other than pursuant to an underwritten offering), to promptly include in any Initial Shelf Registration or Demand Shelf Registration Statement (as defined below), as the case may be, and related prospectus, pursuant to a supplement or post-effective amendment if necessary, such information as such Rights Holder(s) may reasonably request to have included therein, including, without limitation, information relating to the "Plan of Distribution" of the Registrable Securities; and (ii) to make all required filings of any prospectus supplement or post-effective amendment as soon as practicable after the Company is notified of the matters to be included in such prospectus supplement or post-effective amendment.

Initial Shelf Registration. (a) The General Partner Company shall file a "shelf" registration statement with respect to all Registrable Securities on any appropriate form pursuant to Rule 415 (or similar rule that may be adopted by the Commission) under the Act (the "Initial Shelf Registration") on or within two weeks either side of the date which is one year and ten days after the closing date of the Questar Transactions (the "Filing Date") (i) covering the issuance of the Common Stock by the General Partner upon conversion of the Partnership Units, and (ii) if required by any Rights Holder, the resale of such Rights Holder's Common Stock issuable upon conversion of the Partnership Units and, shall use its best efforts to have such Initial Shelf Registration declared effective by the Commission on or prior to 90 the date that is thirty (30) days after the later of (x) March 31, 2022 and (y) the Effective Time (the “Filing Date. (bDeadline”) The General Partner shall use its best efforts to keep the a Registration Statement for a Shelf Registration continuously effective until on Form S-1 (the “Form S-1 Shelf”) or, if the Company is eligible to use a Registration Statement on Form S-3, a Shelf Registration on Form S-3 (the “Form S-3 Shelf,” and such initial Form S-1 Shelf or Form S-3 Shelf, as may be amended from time to time, the “Initial Shelf Registration”), in each case, covering the resale on a delayed or continuous basis of all Registrable Securities eligible for inclusion therein pursuant to this Section 2.1. The Company shall give written notice to all Holders of Registrable Securities at the address or e-mail address it has in its records for such Holder at such time, at least ten (10) days prior to the proposed filing date of the Initial Registration Statement, and the Company shall include in such Initial Registration Statement all of the Registrable Securities covered then held by each Initial Holder and each Subsequent Holder who requests inclusion therein by completing and returning a Holder Questionnaire (to the Shelf Registration have been sold extent required pursuant to Section 3.3.1 hereof ) at least three (3) business days prior to the terms filing of the Initial Shelf Registration. The Company further agrees: will furnish a draft of the Registration Statement to each Holder with Registrable Securities to be included therein for review at least two (i2) if requested by any Rights Holder business days in connection with any sale by such Rights Holder (other than pursuant to an underwritten offering), to promptly include in any Initial Shelf Registration or Demand Shelf advance of filing the Registration Statement (as defined below), as it being understood that the case may be, and related prospectus, pursuant Company shall be permitted to a supplement file the Registration Statement regardless of whether any Holder has completed its review thereof or post-effective amendment if necessary, such information as such Rights Holder(s) may reasonably request to have included therein, including, without limitation, information relating provided affirmative confirmation to the "Plan of Distribution" of Company to such effect). The Company shall use commercially reasonable efforts to cause the Registrable Securities; and (ii) Registration Statement to make all required filings of any prospectus supplement or post-be declared effective amendment as soon as practicable after filing, but in no event later than (i) five (5) business days after the Company is notified (orally or in writing) by the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review or (ii) ninety (90) days after the earlier of the matters date of the Registration Statement is filled with the Commission and the Filing Deadline, if the Registration Statement is reviewed by, and the Company receives comments from, the Commission (the applicable period being the “Effectiveness Deadline”). Such Shelf shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein. So long as a Holder delivers to the Company a completed Holder Questionnaire, such Holder shall not be included identified as a statutory underwriter in the Registration Statement unless in response to a comment or request from the staff of the SEC or another regulatory agency; provided, however, that if the SEC requests that such prospectus supplement or Holder be identified as a statutory underwriter in the Registration Statement, such Holder will have an opportunity to withdraw from the Registration Statement. The Company shall use commercially reasonable efforts to maintain a Shelf in accordance with the terms hereof, and shall prepare and file with the Commission such amendments, including post-effective amendmentamendments, and supplements as may be necessary in order to keep a Shelf effective for the period required by Section 3.1.2. In the event the Company has filed a Form S-1 Shelf and subsequently becomes eligible to use Form S-3, the Company may amend the Registration Statement so as to convert the Form S-1 Shelf (or any Subsequent Shelf Registration) to a Form S-3 Shelf provided that the Company shall use commercially reasonable efforts to maintain the effectiveness of the Shelf then in effect until such time as a Shelf on Form S-3 covering the Registrable Securities included therein has been declared effective by the Commission.

Initial Shelf Registration. (a) The General Partner Company shall file within twenty (20) Business Days of the Closing, a "shelf" registration statement Registration Statement for a shelf Registration Statement on Form F-1 (in accordance with respect to all Registrable Securities on any appropriate form and pursuant to Rule 415 promulgated under the Securities Act (or similar any successor rule that may then in effect)) (the “Form F-1 Shelf”) or, if the Company is eligible to use a Registration Statement on Form F-3, a shelf Registration Statement on Form F-3 (in accordance with and pursuant to Rule 415 promulgated under the Securities Act (or any successor rule then in effect)) (the “Form F-3 Shelf” and together with the Form F-1 Shelf, each a “Shelf”), in each case, covering the resale of all the Registrable Securities (determined as of two (2) Business Days prior to such filing) on a delayed or continuous basis and shall use reasonable best efforts to cause such Shelf to be adopted by declared effective as soon as practicable thereafter, but in no event later than the earlier of (i) sixty (60) days following the filing deadline (or ninety (90) days after the filing deadline if the Registration Statement is reviewed by, and receives comments from, the Commission) under the Act (the "Initial Shelf Registration") on or within two weeks either side of the date which is one year and ten days after the closing date of the Questar Transactions (the "Filing Date") (i) covering the issuance of the Common Stock by the General Partner upon conversion of the Partnership Units, and (ii) if required by any Rights Holder, the resale of such Rights Holder's Common Stock issuable upon conversion of the Partnership Units and, shall use its best efforts to have such Initial Shelf Registration declared effective by the Commission on or prior to 90 days after the Filing Date. ten (b10) The General Partner shall use its best efforts to keep the Shelf Registration continuously effective until all the Registrable Securities covered by the Shelf Registration have been sold pursuant to the terms of the Shelf Registration. The Company further agrees: (i) if requested by any Rights Holder in connection with any sale by such Rights Holder (other than pursuant to an underwritten offering), to promptly include in any Initial Shelf Registration or Demand Shelf Registration Statement (as defined below), as the case may be, and related prospectus, pursuant to a supplement or post-effective amendment if necessary, such information as such Rights Holder(s) may reasonably request to have included therein, including, without limitation, information relating to the "Plan of Distribution" of the Registrable Securities; and (ii) to make all required filings of any prospectus supplement or post-effective amendment as soon as practicable Business Days after the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review. Such Shelf shall provide for the resale of the matters Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein. Notwithstanding anything to the contrary herein, to the extent there is an effective Shelf under this subsection 2.1.6, covering all of a Holder’s or Holders’ Registrable Securities, such Holder shall not have rights to make a Demand Registration with respect to subsection 2.1.1. Notwithstanding anything to the contrary herein, to the extent there is an effective Shelf under this subsection 2.1.6, covering a Holder’s or Holders’ Registrable Securities, and such Holder or Holders qualify as Demanding Holders pursuant to subsection 2.1.1 and wish to request an Underwritten Offering from such Shelf, such Underwritten Offering shall follow the procedures of Section 2.1 (including subsections 2.1.3 and 2.1.4), but such Underwritten Offering shall be included in such prospectus supplement or post-effective amendmentmade from the Shelf and shall not count against the number of Demand Registrations that may be made pursuant to subsection 2.1.1.

Initial Shelf Registration. Provided (ai) The General Partner the Company is S-3 Shelf Eligible and (ii) a Shelf Registration on a Form S-3 registering Registrable Securities for resale is not then effective (subject to any applicable Suspension Period), the Company shall use its reasonable best efforts to file and make effective as soon as practicable, a "shelf" registration statement Registration Statement on Form S-3 for an offering on a delayed or continuous basis pursuant to Rule 415 promulgated under the Securities Act (a “Shelf Registration”), with respect to all of the Registrable Securities. The Company shall promptly give notice (via facsimile or electronic transmission) at least ten (10) Business Days prior to the anticipated filing date of such Shelf Registration to all Holders of Registrable Securities, and offer such Holders the opportunity to register the number of Registrable Securities on any appropriate form pursuant to Rule 415 (or similar rule that as each such Holder may be adopted request by the Commission) under the Act (the "Initial Shelf Registration") on or within two weeks either side of the date which is one year and ten days after the closing date of the Questar Transactions (the "Filing Date") (i) covering the issuance of the Common Stock by the General Partner upon conversion of the Partnership Units, and (ii) if required by any Rights Holder, the resale of such Rights Holder's Common Stock issuable upon conversion of the Partnership Units and, shall use its best efforts to have such Initial Shelf Registration declared effective by the Commission on or prior to 90 days after the Filing Date. (b) The General Partner shall use its best efforts to keep the Shelf Registration continuously effective until all the Registrable Securities covered by the Shelf Registration have been sold pursuant written notice to the terms Company, given within five (5) Business Days after such Holders are given the Company’s notice of the Shelf Registration. The Company further agrees: (i) if requested by any Rights Holder in connection with any sale by “Plan of Distribution” section of such Rights Holder (other than pursuant to an underwritten offering), to promptly include in any Initial Shelf Registration or Demand shall permit, in addition to firm commitment Underwritten Offerings, any other lawful means of disposition of Registrable Securities, including Alternative Transactions. With respect to each Shelf Registration, the Company shall use its reasonable best efforts to cause such Registration Statement to remain effective until the date set forth in Section 3.1(ii). No Holder shall be entitled to include any of its Registrable Securities in a Shelf Registration unless such Holder has complied with Section 3.19. The obligations set forth in this Section 2.2.1 shall not apply if the Company has a currently effective Automatic Shelf Registration Statement (as defined below)covering all Registrable Securities in accordance with Section 2.2.6 and has otherwise complied with its obligations pursuant to this Section 2. The rights of with respect to any Shelf Registration shall be subject to Suspension Periods, as the case may be, and related prospectus, pursuant to a supplement or post-effective amendment if necessary, such information as such Rights Holder(s) may reasonably request to have included therein, including, without limitation, information relating to the "Plan of Distribution" of the Registrable Securities; and (ii) to make all required filings of any prospectus supplement or post-effective amendment as soon as practicable after the Company is notified of the matters to be included provided in such prospectus supplement or post-effective amendmentSection 2.6.

Initial Shelf Registration. (a) The General Partner Company shall file within 30 days of the Closing, and use commercially reasonable efforts to cause to be declared effective as soon as practicable thereafter, a "shelf" registration statement with respect to all Registrable Securities Registration Statement for a Shelf Registration on any appropriate form pursuant to Rule 415 (or similar rule that may be adopted by the Commission) under the Act Form S-1 (the "Initial “Form S-1 Shelf”) or, if the Company is eligible to use a Registration Statement on Form S-3, a Shelf Registration") Registration on or within two weeks either side of the date which is one year and ten days after the closing date of the Questar Transactions Form S-3 (the "Filing Date") (i) “Form S-3 Shelf” and together with the Form S-1 Shelf, each a “Shelf”), in each case, covering the issuance of the Common Stock by the General Partner upon conversion of the Partnership Units, and (ii) if required by any Rights Holder, the resale of such Rights Holder's Common Stock issuable upon conversion of the Partnership Units and, shall use its best efforts to have such Initial Shelf Registration declared effective by the Commission on or prior to 90 days after the Filing Date. (b) The General Partner shall use its best efforts to keep the Shelf Registration continuously effective until all the Registrable Securities covered by (determined as of two Business Days prior to such filing) on a delayed or continuous basis. Such Shelf shall provide for the Shelf Registration have been sold pursuant to the terms of the Shelf Registration. The Company further agrees: (i) if requested by any Rights Holder in connection with any sale by such Rights Holder (other than pursuant to an underwritten offering), to promptly include in any Initial Shelf Registration or Demand Shelf Registration Statement (as defined below), as the case may be, and related prospectus, pursuant to a supplement or post-effective amendment if necessary, such information as such Rights Holder(s) may reasonably request to have included therein, including, without limitation, information relating to the "Plan of Distribution" resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein. Notwithstanding anything to the contrary herein, to the extent there is an active Shelf under this subsection 2.1.6, covering a Holder’s or Holders’ Registrable Securities; and (ii) , such Holder shall not have rights to make all required filings a Demand Registration with respect to subsection 2.1. 1. Notwithstanding anything to the contrary herein, to the extent there is an active Shelf under this subsection 2.1.6, covering a Holder’s or Holders’ Registrable Securities, and such Holder or Holders qualify as Demanding Holders pursuant to subsection 2.1.1 and wish to request an Underwritten Offering from such Shelf, such Underwritten Offering shall follow the procedures of any prospectus supplement or post-effective amendment as soon as practicable after the Company is notified of the matters to be included in such prospectus supplement or post-effective amendmentSection 2.1, (including subsections 2.1.3 and 2.

Initial Shelf Registration. (a) The General Partner Company shall file a "shelf" registration statement with respect to all Registrable Securities on any appropriate form pursuant to Rule 415 (or similar rule that may be adopted by the Commission) under the Act (the "Initial Shelf Registration") on or within two weeks either side of the date which is one year and ten days after the closing date of the Questar Transactions (the "Filing Date") (i) covering the issuance of the Common Stock by the General Partner upon conversion of the Partnership Units, and (ii) if required by any Rights Holder, the resale of such Rights Holder's Common Stock issuable upon conversion of the Partnership Units and, shall use its best efforts to have such Initial Shelf Registration declared effective by the Commission on or prior to 90 the date that is thirty (30) days after the later of (x) March 31, 2025 and (y) the Effective Time (the “Filing Date. (bDeadline”) The General Partner shall use its best efforts to keep the a Registration Statement for a Shelf Registration continuously effective until on Form S-1 (the “Form S-1 Shelf”) or, if the Company is eligible to use a Registration Statement on Form S-3, a Shelf Registration on Form S-3 (the “Form S-3 Shelf,” and such initial Form S-1 Shelf or Form S-3 Shelf, as may be amended from time to time, the “Initial Shelf Registration”), in each case, covering the resale on a delayed or continuous basis of all Registrable Securities eligible for inclusion therein pursuant to this Section 2.1. The Company shall give written notice to the Representative and Holders in accordance with Section 6.2 hereof, at least ten (10) days prior to the proposed filing date of the Initial Registration Statement, and the Company shall include in such Initial Registration Statement all of the Registrable Securities covered then beneficially owned by the Shelf Registration have been sold Holders who request inclusion therein by completing and returning a Holder Questionnaire (to the extent required pursuant to Section 3.3.1 hereof ) at least three (3) business days prior to the terms filing of the Initial Shelf Registration. The Company further agrees: will furnish a draft of the Registration Statement to the Representative and each Holder with Registrable Securities to be included therein for review at least two (i2) if requested by any Rights Holder business days in connection with any sale by such Rights Holder (other than pursuant to an underwritten offering), to promptly include in any Initial Shelf Registration or Demand Shelf advance of filing the Registration Statement (as defined below), as it being understood that the case may be, and related prospectus, pursuant Company shall be permitted to a supplement file the Registration Statement regardless of whether any Holder has completed its review thereof or post-effective amendment if necessary, such information as such Rights Holder(s) may reasonably request to have included therein, including, without limitation, information relating provided affirmative confirmation to the "Plan of Distribution" of Company to such effect). The Company shall use commercially reasonable efforts to cause the Registrable Securities; and (ii) Registration Statement to make all required filings of any prospectus supplement or post-be declared effective amendment as soon as practicable after filing, but in no event later than (i) five (5) business days after the Company is notified (orally or in writing) by the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review or (ii) ninety (90) days after the earlier of the matters date of the Registration Statement is filed with the Commission and the Filing Deadline, if the Registration Statement is reviewed by, and the Company receives comments from, the Commission (the applicable period being the “Effectiveness Deadline”). Such Shelf shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein. Notwithstanding the foregoing, the Shelf will provide for a plan of distribution in customary form for resale registration statements of the type contemplated by this Agreement (including coverage for market transactions on a national securities exchange, privately negotiated transactions and transactions through broker-dealers acting as agent or principal, but not including underwritten public offerings). So long as a Holder delivers to the Company a completed Holder Questionnaire, such Holder shall not be included identified as a statutory underwriter in the Registration Statement unless in response to a comment or request from the staff of the SEC or another regulatory agency; provided, however, that if the SEC requests that such prospectus supplement or Holder be identified as a statutory underwriter in the Registration Statement, such Holder will have an opportunity to withdraw from the Registration Statement. The Company shall use commercially reasonable efforts to maintain a Shelf in accordance with the terms hereof, and shall prepare and file with the Commission such amendments, including post-effective amendmentamendments, and supplements as may be necessary in order to keep a Shelf effective for the period required by Section 3.1.

Initial Shelf Registration. (a) The General Partner Company shall file within 30 days of the Closing, and use commercially reasonable efforts to cause to be declared effective as soon as practicable thereafter, a "shelf" registration statement with respect to all Registrable Securities Registration Statement for a Shelf Registration on any appropriate form pursuant to Rule 415 (or similar rule that may be adopted by the Commission) under the Act Form S-1 (the "Initial “Form S-1 Shelf”) or, if the Company is eligible to use a Registration Statement on Form S-3, a Shelf Registration") Registration on or within two weeks either side of the date which is one year and ten days after the closing date of the Questar Transactions Form S-3 (the "Filing Date") (i) “Form S-3 Shelf” and together with the Form S-1 Shelf, each a “Shelf”), in each case, covering the issuance of the Common Stock by the General Partner upon conversion of the Partnership Units, and (ii) if required by any Rights Holder, the resale of such Rights Holder's Common Stock issuable upon conversion of the Partnership Units and, shall use its best efforts to have such Initial Shelf Registration declared effective by the Commission on or prior to 90 days after the Filing Date. (b) The General Partner shall use its best efforts to keep the Shelf Registration continuously effective until all the Registrable Securities covered by (determined as of two Business Days prior to such filing) on a delayed or continuous basis. Such Shelf shall provide for the Shelf Registration have been sold pursuant to the terms of the Shelf Registration. The Company further agrees: (i) if requested by any Rights Holder in connection with any sale by such Rights Holder (other than pursuant to an underwritten offering), to promptly include in any Initial Shelf Registration or Demand Shelf Registration Statement (as defined below), as the case may be, and related prospectus, pursuant to a supplement or post-effective amendment if necessary, such information as such Rights Holder(s) may reasonably request to have included therein, including, without limitation, information relating to the "Plan of Distribution" resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein. Notwithstanding anything to the contrary herein, to the extent there is an active Shelf under this subsection 2.1.6, covering a Holder’s or Holders’ Registrable Securities; and (ii) , such Holder shall not have rights to make all required filings a Demand Registration with respect to subsection 2.1. 1. Notwithstanding anything to the contrary herein, to the extent there is an active Shelf under this subsection 2.1.6, covering a Holder’s or Holders’ Registrable Securities, and such Holder or Holders qualify as Demanding Holders pursuant to subsection 2.1.1 and wish to request an Underwritten Offering from such Shelf, such Underwritten Offering shall follow the procedures of any prospectus supplement or post-effective amendment as soon as practicable after Section 2.1, (including subsections 2.1.3 and 2.1.4) but such Underwritten Offering shall be made from the Company is notified Shelf and shall count against the number of the matters Demand Registrations that may be made pursuant to be included in such prospectus supplement or post-effective amendmentsubsection 2.1.1.

Initial Shelf Registration. (a) The General Partner Company shall file with the Commission within forty-five (45) days of the Closing, and use commercially reasonable efforts to cause to be declared effective as soon as reasonably practicable thereafter, a "shelf" registration statement with respect to all Registrable Securities Registration Statement for a Shelf Registration on any appropriate form pursuant to Rule 415 (or similar rule that may be adopted by the Commission) under the Act Form S-1 (the "Initial “Form S-1 Shelf”) or, if the Company is eligible to use a Registration Statement on Form S-3, a Shelf Registration") Registration on or within two weeks either side of the date which is one year and ten days after the closing date of the Questar Transactions Form S-3 (the "Filing Date") (i) “Form S-3 Shelf”), in each case, covering the issuance of the Common Stock by the General Partner upon conversion of the Partnership Units, and (ii) if required by any Rights Holder, the resale of such Rights Holder's Common Stock issuable upon conversion of the Partnership Units and, shall use its best efforts to have such Initial Shelf Registration declared effective by the Commission on or prior to 90 days after the Filing Date. (b) The General Partner shall use its best efforts to keep the Shelf Registration continuously effective until all the Registrable Securities covered by (determined as of two (2) Business Days prior to such filing) on a delayed or continuous basis. Such Shelf shall provide for the Shelf Registration have been sold resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein. The Company shall use its commercially reasonable efforts to maintain a Shelf in accordance with the terms of the Shelf Registration. The Company further agrees: (i) if requested by any Rights Holder in connection with any sale by such Rights Holder (other than pursuant to an underwritten offering), to promptly include in any Initial Shelf Registration or Demand Shelf Registration Statement (as defined below), as the case may bethis Agreement, and related prospectusshall use its commercially reasonable efforts to prepare and file with the Commission such amendments, pursuant to a supplement or including post-effective amendment if necessaryamendments, such information and supplements as such Rights Holder(s) may reasonably request be necessary to have included thereinkeep a Shelf continuously effective, including, without limitation, information relating to available for use and in compliance with the "Plan of Distribution" provisions of the Securities Act until such time as there are no longer any Registrable Securities; , subject to Section 3.4 hereof. In the event the Company files a Form S-1 Shelf, the Company shall use its commercially reasonable efforts to convert the Form S-1 Shelf (and (iiany Subsequent Shelf Registration) to make all required filings of any prospectus supplement or post-effective amendment a Form S-3 Shelf as soon as practicable after the Company is notified eligible to use Form S-3, or any similar short form registration. Notwithstanding anything to the contrary herein, to the extent there is an active Form S-3 Shelf under this subsection 2.3.1, covering a Holder’s or Holders’ Registrable Securities, and such Holder or Holders qualify as Demanding Holders pursuant to subsection 2.1.1 and wish to request an Underwritten Offering, such Underwritten Offering shall follow the procedures of subsection 2.3.4. The Company shall have the matters right to be included in such prospectus supplement remove any persons no longer holding Registrable Securities from the Shelf or any other shelf registration statement by means of a post-effective amendment.

Initial Shelf Registration. (a) The General Partner Company shall file within 30 days of the Closing, and use commercially reasonable efforts to cause to be declared effective as soon as practicable thereafter, a "shelf" registration statement with respect to all Registrable Securities Registration Statement for a Shelf Registration on any appropriate form pursuant to Rule 415 (or similar rule that may be adopted by the Commission) under the Act Form S-1 (the "Initial “Form S-1 Shelf”) or, if the Company is eligible to use a Registration Statement on Form S-3, a Shelf Registration") Registration on or within two weeks either side of the date which is one year and ten days after the closing date of the Questar Transactions Form S-3 (the "Filing Date") (i) “Form S-3 Shelf” and together with the Form S-1 Shelf, each a “Shelf”), in each case, covering the issuance of the Common Stock by the General Partner upon conversion of the Partnership Units, and (ii) if required by any Rights Holder, the resale of such Rights Holder's Common Stock issuable upon conversion of the Partnership Units and, shall use its best efforts to have such Initial Shelf Registration declared effective by the Commission on or prior to 90 days after the Filing Date. (b) The General Partner shall use its best efforts to keep the Shelf Registration continuously effective until all the Registrable Securities covered by (determined as of two Business Days prior to such filing) on a delayed or continuous basis. Such Shelf shall provide for the Shelf Registration have been sold pursuant to the terms of the Shelf Registration. The Company further agrees: (i) if requested by any Rights Holder in connection with any sale by such Rights Holder (other than pursuant to an underwritten offering), to promptly include in any Initial Shelf Registration or Demand Shelf Registration Statement (as defined below), as the case may be, and related prospectus, pursuant to a supplement or post-effective amendment if necessary, such information as such Rights Holder(s) may reasonably request to have included therein, including, without limitation, information relating to the "Plan of Distribution" resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein. Notwithstanding anything to the contrary herein, to the extent there is an active Shelf under this subsection 2.1.6, covering all of a Holder’s or Holders’ Registrable Securities; and (ii) , such Holder shall not have rights to make all required filings a Demand Registration with respect to subsection 2.1. 1. Notwithstanding anything to the contrary herein, to the extent there is an active Shelf under this subsection 2.1.6, covering a Holder’s or Holders’ Registrable Securities, and such Holder or Holders qualify as Demanding Holders pursuant to subsection 2.1.1 and wish to request an Underwritten Offering from such Shelf, such Underwritten Offering shall follow the procedures of any prospectus supplement or post-effective amendment as soon as practicable after Section 2.1, (including subsections 2.1.3 and 2.1.4) but such Underwritten Offering shall be made from the Company is notified Shelf and shall not count against the number of the matters Demand Registrations that may be made pursuant to be included in such prospectus supplement or post-effective amendmentsubsection 2.1.1.

Initial Shelf Registration. (a) The General Partner shall file a "shelf" registration statement with respect to all Registrable Securities on any appropriate form pursuant to Rule 415 (or similar rule that may be adopted by the Commission) under the Act (the "Initial Shelf Registration") on or within two weeks either side of the date which is one year and ten days after the closing date of the Questar Transactions (the "Filing Date") (i) covering the issuance of the Common Stock by the General Partner upon conversion of the Partnership Units, and (ii) if required by any Rights Holder, the resale of such Rights Holder's Common Stock issuable upon conversion of the Partnership Units and, Company shall use its best commercially reasonable efforts to have such Initial Shelf Registration declared effective by the Commission file on or prior to 90 the date that is thirty (30) days after the Closing (the “Filing Date. Deadline”) a Registration Statement (bor an amendment to an existing Registration Statement) The General Partner shall use its best efforts to keep the for a Shelf Registration continuously effective until on Form S-1 (the “Form S-1 Shelf”) (provided, that the Company is not required to file any Form S-1 Shelf during the period from January 1 of a calendar year through the date that is ten (10) business days following the filing by the Company with the Commission of the annual report on Form 10-K for the most recent completed fiscal year) or, if the Company is eligible to use a Registration Statement on Form S-3, a Shelf Registration on Form S-3 (the “Form S-3 Shelf,” and such initial Form S-1 Shelf or Form S-3 Shelf, as may be amended from time to time, the “Initial Shelf Registration”), in each case, covering the resale on a delayed or continuous basis of all Registrable Securities eligible for inclusion therein pursuant to this Section 2.1. The Company shall give written notice to the Holders in accordance with Section 6.2 hereof, at least ten (10) days prior to the proposed filing date of the Initial Registration Statement, and the Company shall include in such Initial Registration Statement all of the Registrable Securities covered then beneficially owned by the Shelf Registration have been sold Holders who request inclusion therein by completing and returning a Holder Questionnaire (to the extent required pursuant to Section 3.3.1 hereof ) at least three (3) business days prior to the terms filing of the Initial Shelf Registration. The Company further agrees: (i) if requested by any Rights Holder in connection with any sale by such Rights Holder (other than pursuant shall use commercially reasonable efforts to an underwritten offering), to promptly include in any cause the Initial Shelf Registration or Demand Shelf Registration Statement (as defined below), as the case may be, and related prospectus, pursuant to a supplement or post-be declared effective amendment if necessary, such information as such Rights Holder(s) may reasonably request to have included therein, including, without limitation, information relating to the "Plan of Distribution" of the Registrable Securities; and (ii) to make all required filings of any prospectus supplement or post-effective amendment as soon as practicable after filing, but in no event (provided, that no day on which the Commission is not open for business shall count as a “business day”) later than (i) five (5) business days after the Company is notified (orally or in writing) by the Commission that the Initial Shelf Registration will not be “reviewed” or will not be subject to further review or (ii) seventy-five (75) days after the earlier of the matters date of the Initial Shelf Registration is filed with the Commission and the Filing Deadline, if the Initial Shelf Registration is reviewed by, and the Company receives comments from, the Commission (the applicable period being the “Effectiveness Deadline”). The Company shall use commercially reasonable efforts to be included maintain a Shelf in accordance with the terms hereof, and shall prepare and file with the Commission such prospectus supplement or amendments, including post-effective amendmentamendments, and supplements as may be necessary in order to keep a Shelf effective for the period required by Section 3.1.

Initial Shelf Registration. (a) The General Partner shall Company shall, under the circumstances set forth in Section 2(i), prepare and file with the SEC a "shelf" registration statement with respect ▇▇▇▇▇▇▇▇- tion Statement for an offering to all Registrable Securities be made on any appropriate form a continuous basis pursuant to Rule 415 (or similar rule that may be adopted by covering all of the Commission) under the Act Registrable Securities (the "Initial Shelf Registration") on or within two weeks either side of the date which is one year and ten days after the closing date of the Questar Transactions (the "Filing Date") (i) covering the issuance of the Common Stock by the General Partner upon conversion of the Partnership Units, and (ii) if required by any Rights Holder, the resale of such Rights Holder's Common Stock issuable upon conversion of the Partnership Units and, ). The Company shall use its best efforts to have such file the Initial Shelf Registration declared effective within 20 days of the delivery of the Shelf Notice or as promptly as possible following the request of the Purchaser or, if later, by the Commission on or prior to 90 days after the Filing Date. . The Initial Shelf Registration shall be an appropriate form permitting registration of such Registrable Securities for resale by such Holders in the manner or manners designated by a majority in liquidation preference of the securities then outstanding (bincluding, without limitation, one or more underwritten offerings). The Company shall (i) The General Partner shall not permit any securities other than the Registrable Securities to be included in any Shelf Registration, and (ii) use its best efforts to cause the Initial Shelf Registration to be declared effective under the Securities Act as promptly as practicable after the filing thereof and to keep the Initial Shelf Registration continuously effective under the Securities Act until the date that is 24 months from the Effectiveness Date (subject to extension pursuant to the last paragraph of Section 6 hereof) (the "Effectiveness Period"), or such shorter period ending when (i) all the Registrable Securities covered by the Initial Shelf Registration have been sold pursuant to the terms of the Shelf Registration. The Company further agrees: or (iii) if requested by any Rights Holder in connection with any sale by such Rights Holder (other than pursuant to an underwritten offering), to promptly include in any Initial a Subsequent Shelf Registration or Demand Shelf Registration Statement (as defined below), as the case may be, and related prospectus, pursuant to a supplement or post-effective amendment if necessary, such information as such Rights Holder(s) may reasonably request to have included therein, including, without limitation, information relating to the "Plan of Distribution" covering all of the Registrable Securities; and (ii) to make all required filings of any prospectus supplement or post-Securities has been declared effective amendment as soon as practicable after under the Company is notified of the matters to be included in such prospectus supplement or post-effective amendmentSecurities Act.

Initial Shelf Registration. In connection with the Reorganization, on or about the date hereof, the Company will file with the Commission an automatic Shelf Registration Statement on Form S-3 to replace the Shelf Registration Statement on Form S-3 (a) File No. 333-275405), filed by Old PR on November 8, 2023 (the “Initial Shelf Registration Statement”). The General Partner shall file a "shelf" registration statement with respect Parties agree and acknowledge that the Initial Shelf Registration Statement covers, subject to Section 3.3, the public resale of all of the Registrable Securities on any appropriate form pursuant to Rule 415 (or similar rule that may be adopted held by the Commission) under the Act (the "Initial Shelf Registration") on or within two weeks either side Holders as of the date which is one year and ten days after the closing date of the Questar Transactions (the "Filing Date") (i) covering the issuance of the Common Stock by the General Partner upon conversion of the Partnership Units, and (ii) if required by any Rights Holder, hereof on a delayed or continuous basis. The Initial Shelf Registration contains a prospectus in such form as to permit the resale of such Rights Holder's Common Stock issuable upon conversion of the Partnership Units and, shall use its best efforts to have such Initial Shelf Registration declared effective by the Commission on or prior to 90 days after the Filing Date. (b) The General Partner shall use its best efforts to keep the Shelf Registration continuously effective until all the Registrable Securities covered by the Shelf Registration have been sold included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein, including a distribution to, and resale by, the terms members, partners, stockholders or other equity holders of the Shelf Registration. The Company further agrees: (i) if requested by any Rights Holder in connection with any sale by such Rights Holder (other than pursuant a “Member Distribution”). Further, the Company shall, at the reasonable request of any Holder seeking to an underwritten offering)effect a Member Distribution, to promptly include in any Initial Shelf Registration or Demand Shelf Registration Statement (as defined below), as the case may be, and related prospectus, pursuant to a supplement or post-effective amendment if necessary, such information as such Rights Holder(s) may reasonably request to have included therein, including, without limitation, information relating to the "Plan of Distribution" of the Registrable Securities; and (ii) to make all required filings of file any prospectus supplement or post-effective amendment amendments and otherwise take any action reasonably necessary to include such language, if such language was not included in the Initial Shelf Registration Statement (or, if applicable, the registration statement filed in connection with any Subsequent Shelf Registration (as soon defined below)), or revise such language if deemed reasonably necessary by any such Holder in connection with such Member Distribution or otherwise to permit the public resale of Registrable Securities by such Holder in accordance with this Section 2.1. On its filing date, the Initial Shelf Registration Statement was deemed automatically effective and it (including the documents incorporated therein by reference) complied as practicable after the Company is notified to form in all material respects with all applicable requirements of the matters to be included in such prospectus supplement or post-effective amendmentSecurities Act and the Exchange Act and did not contain a Misstatement.