Common use of Lock-Up Period Clause in Contracts

Lock-Up Period. For a period commencing on the date hereof and ending on the 45th day after the date of the Prospectus (the “Lock-Up Period”), not to, directly or indirectly, (A) offer for sale, sell, pledge, or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any Common Units or securities convertible into or exercisable or exchangeable for Common Units (other than the Common Units issued pursuant to employee benefit plans, qualified option plans or other employee compensation plans existing on the date hereof, provided that any recipient of such Common Units must agree in writing to be bound by the terms of this Section 5(x) for the remaining term of the Lock-Up Period), or sell or grant options, rights or warrants with respect to any Common Units or securities convertible into or exchangeable for Common Units, (B) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such Common Units, whether any such transaction described in clause (A) or (B) above is to be settled by delivery of Common Units or other securities, in cash or otherwise, (C) file or cause to be filed a registration statement, including any amendments thereto, with respect to the registration of any Common Units or securities convertible, exercisable or exchangeable into Common Units or any other securities of the Partnership (other than any registration statement on Form S-8), or (D) publicly disclose the intention to do any of the foregoing, in each case without the prior written consent of the Underwriter, and to cause each officer and director of the General Partner and unitholders of the Partnership set forth on Schedule I hereto to furnish to the Underwriter, prior to the Initial Delivery Date, a letter or letters, substantially in the form of Exhibit A hereto (the “Lock-Up Agreements”).

Lock-Up Period. For a period commencing on the date hereof and ending on the 45th 180th day after the date of the Prospectus (the “Lock-Up Period”), not tothe Partnership will not, directly or indirectly, (A1) offer for sale, sell, pledge, pledge or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any Common Units or securities convertible into or exercisable or exchangeable for Common Units (other than (A) the Common Units issued pursuant to employee benefit plans, qualified option plans or other employee or director compensation plans existing on the date hereofhereof or as contemplated in the Registration Statement, provided that any recipient Time of Sale Information and the Prospectus, and (B) purchases of Common Units in open market transactions following the completion of the offering and sale of the Units and transfers of such Common Units must agree in writing to be bound employees, officers or directors by employee benefit plans, qualified option plans to other employee or director compensation plans or arrangements existing on the terms of this Section 5(x) for the remaining term of the Lock-Up Perioddate hereof), or sell or grant options, rights or warrants with respect to any Common Units or securities convertible into or exchangeable for Common UnitsUnits (other than the grant of options pursuant to option plans existing on the date hereof or as contemplated in the Registration Statement, Time of Sale Information and the Prospectus), (B2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such Common Units, whether any such transaction described in clause (A1) or (B2) above is to be settled by delivery of Common Units or other securities, in cash or otherwise, (C3) file or cause to be filed a registration statement, including any amendments theretoamendments, with respect to the registration of any Common Units or securities convertible, exercisable or exchangeable into Common Units or any other securities of the Partnership (other than any registration statement on Form S-8), ) or (D4) publicly disclose the intention to do any of the foregoing, in each case without the prior written consent of the UnderwriterRepresentative, on behalf of the Underwriters, and to cause each officer the executive officers and director directors of the General Partner and the unitholders of the Partnership set forth on Schedule I IV hereto to furnish to the UnderwriterRepresentative, prior to the Initial Delivery Closing Date, a letter or letters, substantially in the form of Exhibit A hereto (the “Lock-Up Agreements”); notwithstanding the foregoing, if (1) during the last 17 days of the Lock-Up Period, the Partnership issues an earnings release or announces material news or the occurrence of a material event relating to the Partnership or (2) prior to the expiration of the Lock-Up Period, the Partnership announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, then the restrictions imposed in this Section 5(n) shall continue to apply until the expiration of the 18-day period beginning on the date of issuance of the earnings release or the announcement of the material news or the occurrence of the material event, unless the Representative, on behalf of the Underwriters, waive such extension in writing.

Lock-Up Period. For a period commencing on the date hereof and ending on the 45th 180th day after the date of the Prospectus (the “Lock-Up Period”), not to, directly or indirectly, (Ai) offer for sale, sell, pledge, or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any Common Units or securities convertible into or exercisable or exchangeable for Common Units (other than (A) the Units or (B) Common Units issued pursuant to employee benefit plans, qualified unit option plans or other employee compensation plans existing on the date hereofhereof and described in the Registration Statement, provided the Pricing Disclosure Package and the Prospectus; provided, that any recipient of such Common Units must agree in writing to be bound by the terms of this Section 5(x5(j) for the remaining term of the Lock-Up Period), or sell or grant options, rights or warrants with respect to any Common Units or securities convertible into or exercisable or exchangeable for Common Units, (Bii) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such Common Units, whether any such transaction described in clause (Ai) or clause (Bii) above is to be settled by delivery of Common Units or other securities, in cash or otherwise, (Ciii) file or cause to be filed a registration statement, including any amendments thereto, with respect to the registration of any Common Units or securities convertible, convertible into or exercisable or exchangeable into for Common Units or any other securities of the Partnership (other than any registration statement on Form S-8), or (Div) publicly disclose the intention to do any of the foregoing, in each case without the prior written consent of Barclays Capital Inc. and Citigroup Global Markets Inc., on behalf of the UnderwriterUnderwriters, and to cause each officer and (as such term is defined in Rule 16a-1(f) under the Exchange Act) or director of the General Partner and unitholders each unitholder of the Partnership set forth on Schedule I V hereto to furnish to the UnderwriterRepresentatives, prior to the Initial Delivery Date, a letter or letters, substantially in the form of Exhibit A hereto (the “Lock-Up Agreements”).

Lock-Up Period. For a period commencing on the date hereof and ending on the 45th 180th day after the date of the Prospectus (the “Lock-Up Period”), not to, directly or indirectly, (A) offer for sale, sell, pledge, or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any Common Units or securities convertible into or exercisable or exchangeable for Common Units (other than the Common Units issued pursuant to employee benefit plans, qualified option plans or other employee compensation plans existing on the date hereof, provided that any recipient of such Common Units must agree in writing to be bound by the terms of this Section 5(x) for the remaining term of the Lock-Up Period), or sell or grant options, rights or warrants with respect to any Common Units or securities convertible into or exchangeable for Common Units, (B) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such Common Units, whether any such transaction described in clause (A) or (B) above is to be settled by delivery of Common Units or other securities, in cash or otherwise, (C) file or cause to be filed a registration statement, including any amendments thereto, with respect to the registration of any Common Units or securities convertible, exercisable or exchangeable into Common Units or any other securities of the Partnership (other than any registration statement on Form S-8), or (D) publicly disclose the intention to do any of the foregoing, in each case without the prior written consent of Barclays Capital Inc. and Citigroup Global Markets Inc., on behalf of the UnderwriterUnderwriters, and to cause each officer and director of the General Partner and unitholders of the Partnership set forth on Schedule I II hereto to furnish to the UnderwriterRepresentatives, prior to the Initial Delivery Date, a letter or letters, substantially in the form of Exhibit A hereto (the “Lock-Up Agreements”).

Lock-Up Period. For a period commencing on the date hereof and ending on the 45th 180th day after the date of the Prospectus (the “Lock-Up Period”), not to, directly or indirectly, (A) offer for sale, sell, pledge, or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any Common Units or securities convertible into or exercisable or exchangeable for Common Units (other than (a) the Units, (b) Common Units issued pursuant to employee benefit plans, qualified option plans or other employee compensation plans existing on the date hereofhereof (including, provided that any recipient of such without limitation, Common Units must agree in writing issued pursuant to be bound by the terms of this Section 5(x) for the remaining long-term incentive plan of the Lock-Up PeriodPartnership), or (c) the Sponsor Units and Incentive Distribution Rights in connection with the Transactions), or sell or grant options, rights or warrants with respect to any Common Units or securities convertible into or exchangeable for Common UnitsUnits (other than the grant of such options, rights or warrants pursuant to employee benefit plans, qualified option plans or other employee compensation plans existing on the date hereof), (B) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such Common Units, whether any such transaction described in clause (A) or (B) above is to be settled by delivery of Common Units or other securities, in cash or otherwise, (C) file or cause to be filed a registration statement, including any amendments thereto, with respect to the registration of any Common Units or securities convertible, exercisable or exchangeable into Common Units or any other securities of the Partnership (other than any registration statement on Form S-8), or (D) publicly disclose the intention to do any of the foregoing, in each case without the prior written consent of the UnderwriterBarclays Capital Inc., and to cause each officer and director on behalf of the General Partner and unitholders of the Partnership set forth on Schedule I hereto to furnish to the Underwriter, prior to the Initial Delivery Date, a letter or letters, substantially in the form of Exhibit A hereto (the “Lock-Up Agreements”)Underwriters.

Lock-Up Period. For a period commencing on the date hereof and ending on the 45th 180th day after the date of the Prospectus (the “Lock-Up Period”), not to, directly or indirectly, (A) offer for sale, sell, pledge, or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any Common Units or securities convertible into or exercisable or exchangeable for Common Units (other than the Common Units issued pursuant to employee benefit plans, qualified option plans or other employee compensation plans existing on the date hereofhereof or described in the most recent Preliminary Prospectus, provided that any recipient of such Common Units must agree in writing to be bound by the terms of this Section 5(x5(a)(x) for the remaining term of the Lock-Up Period), or sell or grant options, rights or warrants with respect to any Common Units or securities convertible into or exchangeable for Common UnitsUnits (other than the grant of options pursuant to employee benefit plans, qualified option plans or other employee compensation plans existing on the date hereof or described in the most recent Preliminary Prospectus), (B) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such Common Units, whether any such transaction described in clause (A) or (B) above is to be settled by delivery of Common Units or other securities, in cash or otherwise, (C) file or cause to be filed a registration statement, including any amendments thereto, with respect to the registration of any Common Units or securities convertible, exercisable or exchangeable into Common Units or any other securities of the Partnership (other than any registration statement on Form S-8), ) or (D) publicly disclose the intention to do any of the foregoing, in each case without the prior written consent of Barclays Capital Inc. and Citigroup Global Markets Inc., on behalf of the UnderwriterUnderwriters, and to cause each officer and director of the General Partner and unitholders of the Partnership set forth on Schedule I II hereto to furnish to the UnderwriterRepresentatives, prior to the Initial Delivery Date, a letter or letters, substantially in the form of Exhibit A hereto (the “Lock-Up Agreements”). Notwithstanding the foregoing, if (x) during the last 17 days of the Lock-Up Period, the Partnership issues an earnings release or announces material news or a material event relating to the Partnership occurs or (y) prior to the expiration of the Lock-Up Period, the Partnership announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, then the restrictions imposed in this paragraph shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the announcement of the material news or the occurrence of the material event, unless Barclays Capital Inc. and Citigroup Global Markets Inc., on behalf of the Underwriters, agree in writing not to require such extension.

Lock-Up Period. For a period commencing on the date hereof and ending on the 45th 180th day after the date of the Prospectus (the “Lock-Up Period”), not to, directly or indirectly, (A) offer for sale, sell, pledge, or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any Common Units or securities convertible into or exercisable or exchangeable for Common Units (other than (i) the Units, (ii) the Common Units, Preferred Units and Subordinated Units issued pursuant to the Closing Transactions, (iii) the Common Units and Subordinated Units issued upon conversion of the Preferred Units pursuant to the terms of the Preferred Units as set forth in the Partnership Agreement and (iv) the Common Units issued pursuant to employee benefit plans, qualified option plans or other employee compensation plans existing on the date hereof, provided that any recipient of such Common Units must agree hereof and described in writing to be bound by the terms of this Section 5(xmost recent Preliminary Prospectus) for the remaining term of the Lock-Up Period), or sell or grant options, rights or warrants with respect to any Common Units or securities convertible into or exchangeable for Common UnitsUnits (other than the grant of such options, rights or warrants pursuant to employee benefit plans, qualified option plans or other employee compensation plans existing on the date hereof and described in the most recent Preliminary Prospectus), (B) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such Common Units, whether any such transaction described in clause (A) or (B) above is to be settled by delivery of Common Units or other securities, in cash or otherwise, (C) file or cause to be filed a registration statement, including any amendments thereto, with respect to the registration of any Common Units or securities convertible, exercisable or exchangeable into Common Units or any other securities of the Partnership (other than any registration statement on Form S-8), ) or (D) publicly disclose the intention to do any of the foregoing, in each case without the prior written consent of Barclays Capital Inc., on behalf of the UnderwriterUnderwriters, and to cause each officer and or director of the General Partner and unitholders of the Partnership set forth on Schedule I II hereto to furnish to the UnderwriterRepresentatives, prior to the Initial Delivery Date, a letter or letters, substantially in the form of Exhibit A hereto (the “Lock-Up Agreements”).

Lock-Up Period. For a period commencing on the date hereof and ending on the 45th 180th day after the date of the Prospectus (the “Lock-Up Period”), not tothe Partnership will not, directly or indirectly, (Ai) offer for saleoffer, sell, pledgecontract to sell, pledge or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any Common Units or securities convertible into or exercisable or exchangeable for Common Units (other than the Common Units issued pursuant to employee benefit plans, qualified option equity-based compensation plans or other employee compensation plans existing on the date hereofhereof or pursuant to currently outstanding options, provided that any recipient of such Common Units must agree in writing to be bound by the terms of this Section 5(x) for the remaining term of the Lock-Up Periodwarrants or rights), or sell or grant options, awards, rights or warrants with respect to any Common Units or securities convertible into or exchangeable for Common UnitsUnits (other than the grant of options pursuant to option plans existing on the date hereof), (Bii) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such Common Units, whether any such transaction described in clause (Ai) or (Bii) above is to be settled by delivery of Common Units or other securities, in cash or otherwise, (Ciii) file or cause to be filed a registration statement, including any amendments theretoamendments, with respect to the registration of any Common Units or securities convertible, exercisable or exchangeable into Common Units or any other securities of the Partnership (other than any registration statement on Form S-8), ) or (Div) publicly disclose the intention to do any of the foregoing, in each case without the prior written consent of the UnderwriterRepresentatives on behalf of the Underwriters, and to cause each officer and director of the General Partner and unitholders of the Partnership will procure from each individual or entity set forth on Schedule I III hereto to furnish and deliver to the UnderwriterRepresentatives, prior to the Initial Delivery Date, a letter or letters, letters substantially in the form of Exhibit A hereto (the “Lock-Up Agreements”); notwithstanding the foregoing, if (x) during the last 17 days of the Lock-Up Period, the Partnership issues an earnings release or announces material news or a material event relating to the Partnership occurs or (y) prior to the expiration of the Lock-Up Period, the Partnership announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, then the restrictions imposed in this Section 5.1(o) shall continue to apply until the expiration of the 18-day period beginning on the date of issuance of the earnings release or the announcement of the material news or the occurrence of the material event, unless the Representatives, on behalf of the Underwriters, waive such extension in writing.

Lock-Up Period. For a period commencing on the date hereof and ending on the 45th 180th day after the date of the Prospectus (the “Lock-Up Period”), not to, directly or indirectly, (A) offer for sale, sell, pledge, or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any Common Units or securities convertible into or exercisable or exchangeable for Common Units (other than (i) the Units, (ii) Common Units issued pursuant to employee benefit plans, qualified option plans or other employee compensation plans existing on the date hereof; provided, provided that any recipient of such Common Units must agree in writing to be bound by the terms of this Section 5(x5(j) for the remaining term of the Lock-Up Period, (iii) Common Units issuable upon the conversion or exchange of Class B membership interests of DFW Management outstanding at the Applicable Time, (iv) Common Units or any securities convertible or exchangeable into Common Units as payment of any part of the purchase price for any businesses that are acquired by the Partnership or its subsidiaries; provided, that any recipient of such Common Units must agree in writing to be bound by the terms of this Section 5(j) for the remaining term of the Lock-Up Period or (v) Common Units or any securities that are convertible or exchangeable into Common Units pursuant to an effective registration statement that is filed pursuant to clause (C) below), or sell or grant options, rights or warrants with respect to any Common Units or securities convertible into or exercisable or exchangeable for Common Units, (B) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such Common Units, whether any such transaction described in clause (A) or (B) above is to be settled by delivery of Common Units or other securities, in cash or otherwise, (C) file or cause to be filed a registration statement, including any amendments thereto, with respect to the registration of any Common Units or securities convertible, exercisable or exchangeable into Common Units or any other securities of the Partnership (other than any registration statement on Form S-8)S-8 or a registration statement solely relating to the entrance by the Partnership into a definitive agreement related to an acquisition by the Partnership or its subsidiaries; provided, that notwithstanding anything in this Agreement to the contrary, the prior approval of Barclays Capital Inc. and Xxxxxxx Xxxxx, Xxxxxx Xxxxxx & Xxxxx Incorporated shall be required in the event the Partnership files, or participates in the filing of, a registration statement during the Lock-Up Period prior to the entrance by the Partnership into a definitive agreement related to an acquisition) or (D) publicly disclose the intention to do any of the foregoing, in each case without the prior written consent of Barclays Capital Inc. and Xxxxxxx Xxxxx, Xxxxxx Xxxxxx & Xxxxx Incorporated, on behalf of the UnderwriterUnderwriters. In addition, and to the Partnership Parties shall cause each officer and or director of the General Partner and unitholders unitholder of the Partnership set forth on Schedule I IV hereto to furnish to the UnderwriterRepresentatives, prior to the Initial Delivery Date, a letter or letters, substantially in the form of Exhibit A hereto (the “Lock-Up Agreements”). Notwithstanding the foregoing, if (x) during the last 17 days of the Lock-Up Period, the Partnership issues an earnings release or announces material news or a material event relating to the Partnership occurs or (y) prior to the expiration of the Lock-Up Period, the Partnership announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, then the restrictions imposed in this paragraph shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the announcement of the material news or the occurrence of the material event, unless Barclays Capital Inc. and Xxxxxxx Xxxxx, Xxxxxx Xxxxxx & Xxxxx Incorporated, on behalf of the Underwriters, agrees in writing not to require such extension.

Lock-Up Period. For a period commencing on the date hereof and ending on the 45th 180th day after the date of the Prospectus (the “Lock-Up Period”), not to, directly or indirectly, (A) offer for sale, sell, pledge, or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any Common Units or securities convertible into or exercisable or exchangeable for Common Units (other than (A) the Units, (B) Common Units issued pursuant to employee benefit plans, qualified option plans or other employee compensation plans existing on or (C) the date hereof, provided that any recipient of such Common Sponsor Units must agree and Incentive Distribution Rights in writing to be bound by connection with the terms of this Section 5(x) for the remaining term of the Lock-Up Period)Transactions, or sell or grant options, rights or warrants with respect to any Common Units or securities convertible into or exchangeable for Common UnitsUnits (other than the grant of such options, rights or warrants pursuant to employee benefit plans, qualified option plans or other employee compensation plans existing on the date hereof), (B) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such Common Units, whether any such transaction described in clause (A) or (B) above is to be settled by delivery of Common Units or other securities, in cash or otherwise, (C) file or cause to be filed a registration statement, including any amendments thereto, with respect to the registration of any Common Units or securities convertible, exercisable or exchangeable into Common Units or any other securities of the Partnership (other than any registration statement on Form S-8), or (D) publicly disclose the intention to do any of the foregoing, in each case without the prior written consent of Barclays Capital Inc. and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, on behalf of the UnderwriterUnderwriters, and to cause each officer and or director of the General Partner and unitholders each unitholder of the Partnership set forth on Schedule I II hereto to furnish to the UnderwriterRepresentatives, prior to the Initial Delivery Date, a letter or letters, substantially in the form of Exhibit A hereto (the “Lock-Up Agreements”).

Lock-Up Period. For a period commencing on the date hereof and ending on the 45th 180th day after the date of the Prospectus (the “Lock-Up Period”), not to, directly or indirectly, (A) offer for sale, sell, pledge, or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any Common Units or securities convertible into or exercisable or exchangeable for Common Units (other than the (i) the Units or (ii) Common Units issued pursuant to employee benefit plans, qualified option plans or other employee compensation plans existing on the date hereof, provided that any recipient of such Common Units must agree in writing to be bound by the terms of this Section 5(x) for the remaining term of the Lock-Up Period), or sell or grant options, rights or warrants with respect to any Common Units or securities convertible into or exchangeable for Common Units, (B) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such Common Units, whether any such transaction described in clause (A) or (B) above is to be settled by delivery of Common Units or other securities, in cash or otherwise, (C) file or cause to be filed a registration statement, including any amendments thereto, with respect to the registration of any Common Units or securities convertible, exercisable or exchangeable into Common Units or any other securities of the Partnership (other than any registration statement on Form S-8), or (D) publicly disclose the intention to do any of the foregoing, in each case without the prior written consent of Barclays Capital Inc., on behalf of the UnderwriterUnderwriters, and to cause each officer and director of the General Partner and unitholders of the Partnership set forth on Schedule I II hereto to furnish to the UnderwriterRepresentatives, prior to the Initial Delivery Date, a letter or letters, substantially in the form of Exhibit A hereto (the “Lock-Up Agreements”). The restrictions in the foregoing sentence shall not apply to the issuance of up to 10.0% of the Partnership’s outstanding Common Units (or any securities convertible or exchangeable into such Common Units) (the “Acquisition Securities”) on a fully diluted basis after giving effect to the Offering as payment of any part of the purchase price for businesses that are acquired by the Partnership or in connection with any joint venture entered into by the Partnership; provided that the recipient of any such Acquisition Securities shall execute and deliver to the Representatives an agreement substantially in the form of Exhibit A hereto.

Lock-Up Period. For a period commencing on the date hereof and ending on the 45th day after the date of the Prospectus (the “Lock-Up Period”)Participant hereby agrees that Participant will not offer, not topledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any Common Stock or other securities of the Company (A) offer for saleor, sell, pledge, or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by case of a SPAC IPO, any person at shares of the common stock or other share capital of the SPAC or any time in the future of) any Common Units or securities convertible into or exercisable or exchangeable exchangeable, directly or indirectly, for Common Units (other than the Common Units issued pursuant to employee benefit plans, qualified option plans such common stock or other employee compensation plans existing on the date hereof, provided that any recipient of such Common Units must agree in writing to be bound by the terms of this Section 5(xshare capital (“SPAC Securities”)) for the remaining term of the Lock-Up Period), or sell or grant options, rights or warrants with respect to any Common Units or securities convertible into or exchangeable for Common Units, (B) enter into any swap swap, hedging or other derivatives transaction arrangement that transfers to another, in whole or in part, any of the economic benefits or risks consequences of ownership of such Common Units, whether any such transaction described in clause (A) or (B) above is to be settled by delivery of Common Units or other securities, in cash or otherwise, (C) file or cause to be filed a registration statement, including any amendments thereto, with respect to the registration of any Common Units Stock or securities convertible, exercisable or exchangeable into Common Units or any other securities of the Partnership Company (or, in the case of a SPAC IPO, any SPAC Securities) held by Participant (other than any registration statement on Form S-8)those included in the registration) for a period specified by (i) in the case of an Underwritten Offering, the representative of the underwriters of Common Stock or other securities of the Company, (ii) in the case of a Direct Listing, the Company, or (Diii) publicly disclose the intention to do any of the foregoing, in each case without the prior written consent of the Underwriter, and to cause each officer and director of the General Partner and unitholders of the Partnership set forth on Schedule I hereto to furnish to the Underwriter, prior to the Initial Delivery Date, a letter or letters, substantially in the form case of Exhibit A hereto a SPAC IPO, the Company or the SPAC (the “Lock-Up AgreementsPeriod”) not to exceed 180 days following (x) in the case of an Underwritten Offering or a Direct Listing, the effective date of any registration statement of the Company filed under the Securities Act, or (y) in the case of a SPAC IPO, the closing of the SPAC IPO (or, in each case, such other period as may be requested by the Company, the SPAC, or the underwriters, as applicable, to accommodate regulatory restrictions on (A) the publication or other distribution of research reports and (B) analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA 2241 or any successor provisions or amendments thereto). Participant agrees to execute and deliver such other agreements as may be reasonably requested by the Company, the SPAC, or the underwriter which are consistent with the foregoing or which are necessary to give further effect thereto. In addition, if requested by the Company, the SPAC, or the representative of the underwriters, Participant will provide, within 10 days of such request, such information as may be required by the Company, the SPAC, or such representative in connection with the completion of any IPO. The obligations described in this Section 8 will not apply to a registration relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms that may be promulgated in the future, or a registration relating solely to a Commission Rule 145 transaction on Form S-4 or similar forms that may be promulgated in the future. The Company may impose stop-transfer instructions with respect to the shares of Common Stock (or other securities) subject to the foregoing restriction until the end of the Lock-Up Period. Participant agrees that any transferee of this Award of Restricted Stock Units or Shares acquired pursuant to this Award of Restricted Stock Units will be bound by this Section 8.

Lock-Up Period. For a period commencing on the date hereof and ending on the 45th 180th day after the date of the Prospectus (the “Lock-Up Period”), not to, directly or indirectly, (A) offer for sale, sell, pledge, or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any Common Units or securities convertible into or exercisable or exchangeable for Common Units (other than (i) the Units and (ii) Common Units issued pursuant to employee benefit plans, qualified option plans or other employee compensation plans existing on the date hereof, provided that any recipient of such Common Units must agree in writing to be bound by the terms of this Section 5(x5(j) for the remaining term of the Lock-Up Period), or sell or grant options, rights or warrants with respect to any Common Units or securities convertible into or exercisable or exchangeable for Common Units, (B) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such Common Units, whether any such transaction described in clause (A) or (B) above is to be settled by delivery of Common Units or other securities, in cash or otherwise, (C) file or cause to be filed a registration statement, including any amendments thereto, with respect to the registration of any Common Units or securities convertible, exercisable or exchangeable into Common Units or any other securities of the Partnership (other than any registration statement on Form S-8), ) or (D) publicly disclose the intention to do any of the foregoing, in each case without the prior written consent of each of Barclays Capital Inc. and Citigroup Global Markets Inc., on behalf of the UnderwriterUnderwriters; provided, and however, that the foregoing restrictions shall not apply to any pledge, or bona fide foreclosure by the lenders, under the SemGroup Credit Agreement. In addition, the Partnership Parties shall cause each officer and or director of the General Partner and unitholders unitholder of the Partnership set forth on Schedule I IV hereto to furnish to the UnderwriterRepresentatives, prior to the Initial Delivery Date, a letter or letters, substantially in the form of Exhibit A hereto (the “Lock-Up Agreements”). Notwithstanding the foregoing, if (x) during the last 17 days of the Lock-Up Period, the Partnership issues an earnings release or material news or a material event relating to the Partnership occurs or (y) prior to the expiration of the Lock-Up Period, the Partnership announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, then the restrictions imposed in this paragraph shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the announcement of the material news or the occurrence of the material event, unless each of Barclays Capital Inc. and Citigroup Global Markets Inc., on behalf of the Underwriters, agree in writing not to require such extension.

Lock-Up Period. For a period commencing on the date hereof and ending on the 45th day after the date of the Prospectus (the “Lock-Up Period”), not to, directly or indirectly, (A) offer for sale, sell, pledge, or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any Common Units or securities convertible into or exercisable or exchangeable for Common Units (other than (i) the Units and (ii) Common Units issued (1) pursuant to employee benefit plans, qualified option plans or other employee compensation plans existing on the date hereof, (2) pursuant to currently outstanding options, warrants or rights, or (3) by the Partnership to sellers in connection with acquisitions of assets or entities by the Partnership or any of its subsidiaries, provided that any recipient of such Common Units must agree in writing to be bound by the terms of this Section 5(x5(j) for the remaining term of the Lock-Up Period), or sell or grant options, rights or warrants with respect to any Common Units or securities convertible into or exercisable or exchangeable for Common UnitsUnits (other than the grant of options pursuant to option plans existing on the date hereof), (B) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such any Common Units, whether any such transaction described in clause (A) or (B) above is to be settled by delivery of Common Units or other securities, in cash or otherwise, (C) file or cause to be filed a registration statement, including any amendments thereto, with respect to the registration of any Common Units or securities convertible, exercisable or exchangeable into Common Units or any other securities of the Partnership (other than any registration statement on Form S-8), ) or (D) publicly disclose the intention to do any of the foregoing, in each case without the prior written consent of Barclays Capital Inc., on behalf of the UnderwriterUnderwriters. In addition, and to the Partnership Parties shall cause each officer and or director of the General Partner and unitholders unitholder of the Partnership set forth on Schedule I IV hereto to furnish to the UnderwriterRepresentative, prior to the Initial Delivery Date, a letter or letters, substantially in the form of Exhibit A hereto (the “Lock-Up Agreements”). Notwithstanding the foregoing, if (x) during the last 17 days of the Lock-Up Period, the Partnership issues an earnings release or material news or a material event relating to the Partnership occurs or (y) prior to the expiration of the Lock-Up Period, the Partnership announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, then the restrictions imposed in this paragraph shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the announcement of the material news or the occurrence of the material event, unless Barclays Capital Inc., on behalf of the Underwriters, agrees in writing not to require such extension.

Lock-Up Period. For a period commencing on the date hereof and ending on the 45th day after the date of the Prospectus (the “Lock-Up Period”), not to, directly or indirectly, (A) offer for sale, sell, pledge, or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any Common Units or securities convertible into or exercisable or exchangeable for Common Units (other than (a) the Units, (b) Common Units issued pursuant to employee benefit plans, qualified option plans or other employee compensation plans existing on the date hereofhereof (including, provided that any recipient of such without limitation, Common Units must agree in writing issued pursuant to be bound by the terms of this Section 5(x) for the remaining long-term incentive plan of the Lock-Up PeriodPartnership), or (c) the Sponsor Units and Incentive Distribution Rights in connection with the Transactions), or sell or grant options, rights or warrants with respect to any Common Units or securities convertible into or exchangeable for Common UnitsUnits (other than the grant of such options, rights or warrants pursuant to employee benefit plans, qualified option plans or other employee compensation plans existing on the date hereof), (B) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such Common Units, whether any such transaction described in clause (A) or (B) above is to be settled by delivery of Common Units or other securities, in cash or otherwise, (C) file or cause to be filed a registration statement, including any amendments thereto, with respect to the registration of any Common Units or securities convertible, exercisable or exchangeable into Common Units or any other securities of the Partnership (other than any registration statement on Form S-8), or (D) publicly disclose the intention to do any of the foregoing, in each case without the prior written consent of the UnderwriterRepresentative, and to cause each officer and director on behalf of the General Partner Underwriters; except the Partnership Parties may (A) offer and unitholders issue the Units, (B) issue Common Units, or securities convertible into or exercisable or exchangeable for Common Units, pursuant to the Partnership’s long-term incentive plan and (C) enter into an equity distribution agreement for an “at the market offering” under Rule 415(a)(4) of the Securities Act and any related filings under the Securities Act or the Exchange Act, including a prospectus supplement and Current Report on Form 8-K, provided that the Partnership set forth on Schedule I hereto to furnish to shall not issue any Common Units thereunder until the Underwriter, prior to expiration of the Initial Delivery Date, a letter or letters, substantially in the form of Exhibit A hereto (the “Lock-Up Agreements”)Period.

Lock-Up Period. For a period commencing on the date hereof and ending on the 45th 180th day after the date of the Prospectus (the “Lock-Up Period”), not to, directly or indirectly, (A) offer for sale, sell, pledge, or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any Common Units or securities convertible into or exercisable or exchangeable for Common Units (other than (a) the Units, (b) Common Units issued pursuant to employee benefit plans, qualified option plans or other employee compensation plans existing on the date hereofhereof (including, provided that any recipient of such without limitation, Common Units must agree in writing issued pursuant to be bound by the terms of this Section 5(x) for the remaining long-term incentive plan of the Lock-Up PeriodPartnership), or (c) the Sponsor Units and Incentive Distribution Rights in connection with the Transactions), or sell or grant options, rights or warrants with respect to any Common Units or securities convertible into or exchangeable for Common UnitsUnits (other than the grant of such options, rights or warrants pursuant to employee benefit plans, qualified option plans or other employee compensation plans existing on the date hereof), (B) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such Common Units, whether any such transaction described in clause (A) or (B) above is to be settled by delivery of Common Units or other securities, in cash or otherwise, (C) file or cause to be filed a registration statement, including any amendments thereto, with respect to the registration of any Common Units or securities convertible, exercisable or exchangeable into Common Units or any other securities of the Partnership (other than any registration statement on Form S-8), or (D) publicly disclose the intention to do any of the foregoing, in each case without the prior written consent of the UnderwriterBarclays Capital Inc. and [●], and to cause each officer and director on behalf of the General Partner and unitholders of the Partnership set forth on Schedule I hereto to furnish to the Underwriter, prior to the Initial Delivery Date, a letter or letters, substantially in the form of Exhibit A hereto (the “Lock-Up Agreements”)Underwriters.

Lock-Up Period. For a period commencing on the date hereof and ending on the 45th day after the date of the Prospectus (the “Lock-Up Period”), not tothe Partnership will not, directly or indirectly, (A1) offer for sale, sell, pledge, pledge or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any Common Units or securities convertible into or exercisable or exchangeable for Common Units (other than (A) the Common Units issued pursuant to employee benefit plans, qualified option plans or other employee or director compensation plans existing on the date hereofhereof or as contemplated in the Registration Statement, provided that any recipient Time of Sale Information and the Prospectus, and (B) purchases of Common Units in open market transactions following the completion of the offering and sale of the Units and transfers of such Common Units must agree in writing to be bound employees, officers or directors by employee benefit plans, qualified option plans to other employee or director compensation plans or arrangements existing on the terms of this Section 5(x) for the remaining term of the Lock-Up Perioddate hereof), or sell or grant options, rights or warrants with respect to any Common Units or securities convertible into or exchangeable for Common UnitsUnits (other than the grant of options pursuant to option plans existing on the date hereof or as contemplated in the Registration Statement, Time of Sale Information and the Prospectus), (B2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such Common Units, whether any such transaction described in clause (A1) or (B2) above is to be settled by delivery of Common Units or other securities, in cash or otherwise, (C3) file or cause to be filed a registration statement, including any amendments theretoamendments, with respect to the registration of any Common Units or securities convertible, exercisable or exchangeable into Common Units or any other securities of the Partnership (other than any registration statement on Form S-8), ) or (D4) publicly disclose the intention to do any of the foregoing, in each case without the prior written consent of the UnderwriterRepresentative, on behalf of the Underwriters, and to cause each officer the executive officers and director directors of the General Partner and the unitholders of the Partnership set forth on Schedule I III hereto to furnish to the UnderwriterRepresentative, prior to the Initial Delivery Closing Date, a letter or letters, substantially in the form of Exhibit A hereto (the “Lock-Up Agreements”); notwithstanding the foregoing, if (1) during the last 17 days of the Lock-Up Period, the Partnership issues an earnings release or announces material news or the occurrence of a material event relating to the Partnership or (2) prior to the expiration of the Lock-Up Period, the Partnership announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, then the restrictions imposed in this Section 5(m) shall continue to apply until the expiration of the 18-day period beginning on the date of issuance of the earnings release or the announcement of the material news or the occurrence of the material event, unless the Representative, on behalf of the Underwriters, waive such extension in writing.

Lock-Up Period. For a period commencing on the date hereof and ending on the 45th day after the date of the Prospectus (the “Lock-Up Period”), not tothe Partnership Parties will not, directly or indirectly, (A1) offer for sale, sell, pledge, pledge or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any Common Units or securities convertible into or exercisable or exchangeable for Common Units (other than (A) the offering and sale of the Units pursuant to the Registration Statement, (B) purchases of Common Units issued in open market transactions following the completion of the offering and sale of the Units pursuant to the Registration Statement, (C) transfers of Common Units or options or other rights to acquire Common Units to employees, officers or directors by or pursuant to employee benefit plans, qualified option plans or other employee arrangements or director compensation plans existing as in effect on the date hereofhereof and as described in the Registration Statement, Time of Sale Information and the Prospectus and (D) the issuance by the Partnership of Common Units or securities convertible into or exchangeable for Common Units as consideration for any merger or acquisition made by the Partnership, provided that any the recipient of such Common Units must agree agrees in writing to be bound by the terms of this Section 5(x5(l) for the remaining term remainder of the Lock-Up Period), or sell or grant options, rights or warrants with respect to any Common Units or securities convertible into or exchangeable for Common UnitsUnits (other than transfers of Common Units or options or other rights to acquire Common Units to employees, officers or directors by or pursuant to employee benefit plans, qualified option plans or other employee arrangements or director compensation plans as in effect on the date hereof and as described in the Registration Statement, Time of Sale Information and the Prospectus), (B2) enter into any swap or other derivatives transaction (other than a transaction involving an option or other derivative security permitted by clause (1)) that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such Common Units, whether any such transaction described in clause (A) or (B) above is to be settled by delivery of Common Units or other securities, in cash or otherwise, (C3) file or cause to be filed a registration statement, including any amendments theretoamendments, with respect to the registration of any Common Units or securities convertible, exercisable or exchangeable into Common Units or any other securities of the Partnership (other than any registration statement on Form S-8), the Registration Statement or any amendment or supplement to the Registration Statement filed in accordance with Section 5(c) of this Agreement) or (D4) publicly disclose the intention to do any of the foregoing, in each case without the prior written consent of the UnderwriterBarclays Capital Inc., and to cause each officer and director on behalf of the General Partner and unitholders of Underwriters. The Partnership will cause the Partnership parties set forth on Schedule I IV hereto to furnish to the UnderwriterBarclays Capital Inc., prior to the Initial Delivery Closing Date, a letter or letters, substantially in the form of Exhibit A hereto (the “Lock-Up Agreements”). Notwithstanding the foregoing, if (1) during the last 17 days of the Lock-Up Period, the Partnership issues an earnings release or announces material news or the occurrence of a material event relating to the Partnership or (2) prior to the expiration of the Lock-Up Period, the Partnership announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, then the restrictions imposed in this Section 5(l) shall continue to apply until the expiration of the 18-day period beginning on the date of issuance of the earnings release or the announcement of the material news or the occurrence of the material event, unless Barclays Capital Inc., on behalf of the Underwriters, waives such extension in writing.

Lock-Up Period. For a period commencing on the date hereof and ending on the 45th 180th day after the date of the Prospectus (the “Lock-Up Period”), not to, directly or indirectly, (A) offer for sale, sell, pledge, or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any Common Units or securities convertible into or exercisable or exchangeable for Common Units (other than (A) the Units, (B) Common Units issued pursuant to employee benefit plans, qualified option plans or other employee compensation plans existing on or (C) the date hereof, provided that any recipient of such Common Sponsor Units must agree and Incentive Distribution Rights in writing to be bound by connection with the terms of this Section 5(x) for the remaining term of the Lock-Up Period)Transactions, or sell or grant options, rights or warrants with respect to any Common Units or securities convertible into or exchangeable for Common UnitsUnits (other than the grant of such options, rights or warrants pursuant to employee benefit plans, qualified option plans or other employee compensation plans described in the Prospectus), (B) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such Common Units, whether any such transaction described in clause (A) or (B) above is to be settled by delivery of Common Units or other securities, in cash or otherwise, (C) file or cause to be filed a registration statement, including any amendments thereto, with respect to the registration of any Common Units or securities convertible, exercisable or exchangeable into Common Units or any other securities of the Partnership (other than any registration statement on Form S-8), or (D) publicly disclose the intention to do any of the foregoing, in each case without the prior written consent of Barclays Capital Inc. and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, on behalf of the UnderwriterUnderwriters, and to cause each officer and or director of the General Partner and unitholders each unitholder of the Partnership set forth on Schedule I II hereto to furnish to the UnderwriterRepresentatives, prior to the Initial Delivery Date, a letter or letters, substantially in the form of Exhibit A hereto (the “Lock-Up Agreements”).

Lock-Up Period. For a period commencing on the date hereof and ending on the 45th 180th day after the date of the Prospectus (the “Lock-Up Period”), not tothe Partnership Entities will not, directly or indirectly, (A1) offer for saleoffer, sell, contract to sell, pledge, grant any option to purchase or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any Common Units or securities convertible into or exercisable or exchangeable for Common Units (other than (A) the offering and sale of the Units pursuant to the Registration Statement, (B) purchases of Common Units issued in open market transactions following the completion of the offering and sale of the Units pursuant to the Registration Statement and (C) transfers of Common Units or options or other rights to acquire Common Units to employees, officers or directors by or pursuant to employee benefit plans, qualified option plans or other employee arrangements or director compensation plans existing as in effect on the date hereofhereof and as described in the Registration Statement, provided that any recipient Time of such Common Units must agree in writing to be bound by Sale Information and the terms of this Section 5(x) for the remaining term of the Lock-Up PeriodProspectus), or sell or grant options, rights or warrants with respect to any Common Units or securities convertible into or exchangeable for Common UnitsUnits (other than transfers of Common Units or options or other rights to acquire Common Units to employees, officers or directors by or pursuant to employee benefit plans, qualified option plans or other employee arrangements or director compensation plans as in effect on the date hereof and as described in the Registration Statement, Time of Sale Information and the Prospectus), (B2) enter into any swap or other derivatives transaction (other than a transaction involving an option or other derivative security permitted by clause (1)) that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such Common Units or securities convertible into or exchangeable for Common Units, whether any such transaction described in clause (A) or (B) above is to be settled by delivery of Common Units or other securities, in cash or otherwise, (C3) file or cause to be filed a registration statement, including any amendments theretoamendments, with respect to the registration of any Common Units or securities convertible, exercisable or exchangeable into Common Units or any other securities of the Partnership (other than any registration statement on Form S-8), the Registration Statement or any amendment or supplement to the Registration Statement filed in accordance with Section 5(c) of this Agreement) or (D4) publicly disclose the intention to do any of the foregoing, in each case without the prior written consent of the UnderwriterRepresentative, on behalf of the Underwriters. The Partnership will cause the executive officers and to cause each officer and director directors of the General Partner and the unitholders of the Partnership set forth on Schedule I III hereto to furnish to the UnderwriterRepresentative, prior to the Initial Delivery Closing Date, a letter or letters, substantially in the form of Exhibit A hereto (the “Lock-Up Agreements”). Notwithstanding the foregoing, if (1) during the last 17 days of the Lock-Up Period, the Partnership issues a release concerning earnings or announces material news or a material event relating to the Partnership occurs or (2) prior to the expiration of the Lock-Up Period, the Partnership announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, then the restrictions imposed in this Section 5(m) shall continue to apply until the expiration of the 18-day period beginning on the date of issuance of the release concerning earnings or the announcement of the material news or the occurrence of the material event, unless the Representative, on behalf of the Underwriters, waives such extension in writing.

Lock-Up Period. For a period commencing on the date hereof and ending on the 45th day after the date of the Prospectus (the “Lock-Up Period”), not tothe Partnership Parties will not, directly or indirectly, (A1) offer for sale, sell, pledge, pledge or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any Common Units or securities convertible into or exercisable or exchangeable for Common Units (other than (A) the offering and sale of the Units pursuant to the Registration Statement, (B) purchases of Common Units issued in open market transactions following the completion of the offering and sale of the Units pursuant to the Registration Statement, (C) transfers of Common Units or options or other rights to acquire Common Units to employees, officers or directors by or pursuant to employee benefit plans, qualified option plans or other employee arrangements or director compensation plans existing as in effect on the date hereofhereof and as described in the Registration Statement, Time of Sale Information and the Prospectus and (D) the issuance by the Partnership of Common Units or securities convertible into or exchangeable for Common Units as consideration for any merger or acquisition made by the Partnership, provided that any the recipient of such Common Units must agree agrees in writing to be bound by the terms of this Section 5(x5(l) for the remaining term remainder of the Lock-Up Period), or sell or grant options, rights or warrants with respect to any Common Units or securities convertible into or exchangeable for Common UnitsUnits (other than transfers of Common Units or options or other rights to acquire Common Units to employees, officers or directors by or pursuant to employee benefit plans, qualified option plans or other employee arrangements or director compensation plans as in effect on the date hereof and as described in the Registration Statement, Time of Sale Information and the Prospectus), (B2) enter into any swap or other derivatives transaction (other than a transaction involving an option or other derivative security permitted by clause (1)) that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such Common Units, whether any such transaction described in clause (A) or (B) above is to be settled by delivery of Common Units or other securities, in cash or otherwise, (C3) file or cause to be filed a registration statement, including any amendments theretoamendments, with respect to the registration of any Common Units or securities convertible, exercisable or exchangeable into Common Units or any other securities of the Partnership (other than any registration statement on Form S-8), the Registration Statement or any amendment or supplement to the Registration Statement filed in accordance with Section 5(c) of this Agreement) or (D4) publicly disclose the intention to do any of the foregoing, in each case without the prior written consent of Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, on behalf of the Underwriter, and to Underwriters. The Partnership will cause each officer and director of the General Partner and unitholders of the Partnership parties set forth on Schedule I IV hereto to furnish to the UnderwriterXxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, prior to the Initial Delivery Closing Date, a letter or lettersletter, substantially in the form of Exhibit A hereto (the “Lock-Up Agreements”). Notwithstanding the foregoing, if (1) during the last 17 days of the Lock-Up Period, the Partnership issues an earnings release or announces material news or the occurrence of a material event relating to the Partnership or (2) prior to the expiration of the Lock-Up Period, the Partnership announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, then the restrictions imposed in this Section 5(l) shall continue to apply until the expiration of the 18-day period beginning on the date of issuance of the earnings release or the announcement of the material news or the occurrence of the material event, unless Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, on behalf of the Underwriters, waives such extension in writing.