Common use of Participation Clause in Contracts

Participation. If at any time the Company proposes to file (i) a Registration Statement (other than a Registration Statement contemplated by Section 2.01(a)) on behalf of any other Person who has or has been granted registration rights related to an Underwritten Offering (the “Other Holder”), or (ii) a prospectus supplement relating to the sale of shares of Common Stock by any Other Holders to an effective registration statement, so long as the Company is a WKSI at such time or, whether or not the Company is a WKSI, so long as the Common Share Registrable Securities were previously included in the underlying shelf Registration Statement or are included on an effective Registration Statement, or in any case in which Holders may participate in such offering without the filing of a post-effective amendment, in each case, for the sale of shares of Common Stock by Other Holders in an Underwritten Offering, then the Company shall give not less than four (4) Business Days’ notice (including, but not limited to, notification by electronic mail) (the “Piggyback Notice”) of such proposed Underwritten Offering to each Holder that, together with its Affiliates, owns at least $15 million of Common Share Registrable Securities and such Piggyback Notice shall offer such Holder the opportunity to include in such Underwritten Offering for Other Holders such number of Common Share Registrable Securities (the “Included Registrable Securities”) as such Holder may request in writing (a “Piggyback Registration”); provided, however, that the Company shall not be required to offer such opportunity (A) to such Holders if the Holders, together with their Affiliates, do not offer a minimum of $15 million of Common Share Registrable Securities, in the aggregate (determined by multiplying the number of Common Share Registrable Securities owned by the average of the closing price on the National Securities Exchange for the shares of Common Stock for the ten (10) trading days preceding the date of such notice), or such lesser amount if it constitutes the remaining holdings of the Holder and its Affiliates, or (B) to such Holders if and to the extent that the Company has been advised by the Managing Underwriter that the inclusion of Common Share Registrable Securities for sale for the benefit of such Holders will have an adverse effect on the price, timing or distribution of the shares of Common Stock in such Underwritten Offering, then the amount of Common Share Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.02(b). Each Piggyback Notice shall be provided to Holders on a Business Day pursuant to Section 3.01 and receipt of such notice shall be confirmed and kept confidential by the Holders until either (x) such proposed Underwritten Offering has been publicly announced by the Company or (y) the Holders have received notice from the Company that such proposed Underwritten Offering has been abandoned, which the Company shall provide to the Holders reasonably promptly after the final decision to abandon a proposed Underwritten Offering has been made. Each such Holder will have four (4) Business Days (or two (2) Business Days in connection with any overnight or bought Underwritten Offering) after such Piggyback Notice has been delivered to request in writing to the Company the inclusion of Common Share Registrable Securities in the Underwritten Offering for Other Holders. If no request for inclusion from a Holder is received by the Company within the specified time or if a Holder states in its response to the Piggyback Notice that it declines the opportunity to include Registrable Securities in the Underwritten Offering, such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of the Company’s intention to undertake an Underwritten Offering for Other Holders and prior to the pricing of such Underwritten Offering, such Underwritten Offering is terminated or delayed pursuant to the provisions of this Agreement, the Company may, at its election, give written notice of such determination to the Selling Holders and, (1) in the case of a termination of such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, and (2) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Common Share Registrable Securities in such Underwritten Offering by giving written notice to the Company of such withdrawal at least one (1) Business Day prior to the time of pricing of such Underwritten Offering. Any Holder may deliver written notice (a “Piggyback Opt-Out Notice”) to the Company requesting that such Holder not receive notice from the Company of any proposed Underwritten Offering for Other Holders; provided, however, that such Holder may later revoke any such Piggyback Opt-Out Notice in writing. Following receipt of a Piggyback Opt-Out Notice from a Holder (unless subsequently revoked), the Company shall not be required to deliver any notice to such Holder pursuant to this Section 2.02(a) and such Holder shall no longer be entitled to participate in Underwritten Offerings for Other Holders pursuant to this Section 2.02(a), unless such Piggyback Opt-Out Notice is revoked by such Holder. The Holders listed on Schedule B shall each be deemed to have delivered a Piggyback Opt-Out Notice as of the date hereof.

Participation. If at any time the Company USWS proposes to file (i) at a Registration Statement (other than time when USWS is not a WKSI, a registration statement and such Holder has not previously included its Registrable Securities in a Shelf Registration Statement contemplated by Section 2.01(a)2.1(a) on behalf of any other Person who has or has been granted registration rights related to an Underwritten Offering (the “Other Holder”)this Agreement that is currently effective, or (ii) a prospectus supplement relating to the sale of shares of Common Stock by any Other Holders to an effective “automatic shelf registration statement” (as defined in Rule 405 under the Securities Act), so long as the Company USWS is a WKSI at such time or, whether or not the Company USWS is a WKSI, so long as the Common Share Registrable Securities were previously included in the underlying shelf Shelf Registration Statement or are included on in an effective Shelf Registration Statement, or in any case in which Holders may participate in such offering without the filing of a post-effective amendment, in each case, for the sale of shares of Class A Common Stock by Other Holders in an Underwritten OfferingOffering for its own account and/or another Person, other than (a) a registration relating solely to employee benefit plans, (b) a registration relating solely to a Rule 145 transaction, or (c) a registration statement on any registration form which does not permit secondary sales, then the Company USWS shall give not less than four three (43) Business Days’ Days advance notice (including, but not limited to, notification by electronic e-mail) (the ; such notice, a “Piggyback Notice”) of such proposed Underwritten Offering to each Holder that, together with its Affiliates, owns at least more than $15 5.0 million of Common Share Registrable Securities Securities, and such Piggyback Notice notice shall offer such Holder the opportunity to participate in any Underwritten Offering and to include in such Underwritten Offering for Other Holders such number of Common Share Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writing (a “Piggyback Registration”); provided, however, that the Company USWS (A) shall not be required to offer include the Registrable Securities of the Holders in such opportunity (A) to such Holders Registration if the Holders, together with their Affiliates, Holders do not offer a minimum of $15 5.0 million of Common Share Registrable Securities, in the aggregate (determined by multiplying the number of Common Share Registrable Securities owned by the average of the closing price on the National Securities Exchange for the shares of Common Stock for the ten (10) trading days preceding the date of such notice), or such lesser amount if it constitutes the remaining holdings of the Holder and its Affiliates, or (B) to such Holders if and to the extent that the Company USWS has been advised by the Managing Underwriter that the inclusion of Common Share Registrable Securities for sale for the benefit of such the Holders will have an adverse effect on the offering price, timing or probability of success of the distribution of the shares of Class A Common Stock in such the Underwritten Offering, then the amount of Common Share Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.02(b2.2(b). If USWS is not required to offer the opportunity for a Piggyback Registration in respect of a proposed Underwritten Offering as a result of the circumstance described in clause (B) of the proviso of the immediately preceding sentence, then USWS shall nevertheless be required to furnish to such Holders the Piggyback Notice in respect of such proposed Underwritten Offering, which notice shall describe USWS’s intention to conduct an Underwritten Offering and, if the determination described in clause (B) of the proviso of the immediately preceding sentence has been made at the time that the Piggyback Notice is required to be given by USWS, shall include notification that the Holders do not have the opportunity to include Registrable Securities in such Underwritten Offering because USWS has been advised by the Managing Underwriter that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the offering price, timing or probability of success of the distribution of the Class A Common Stock in the Underwritten Offering. If the circumstance described in clause (B) of the proviso of the immediately preceding sentence is made after the Piggyback Notice has been given, then USWS shall notify the Holders who were provided such Piggyback Notice (or if the two Business Day period referred to in the next sentence has lapsed, the Holders who have timely elected to include Registrable Securities in such offering) in writing of such circumstance and the aggregate number of Registrable Securities, if any, that can be included in such offering. Each Piggyback Notice shall be provided to Holders on a Business Day pursuant to Section 3.01 3.1 hereof and confirmation of receipt of such notice shall be confirmed and kept confidential by requested in the Holders until either (x) such proposed Underwritten Offering has been publicly announced by the Company or (y) the Holders have received notice from the Company that such proposed Underwritten Offering has been abandoned, which the Company shall provide to the Holders reasonably promptly after the final decision to abandon a proposed Underwritten Offering has been madenotice. Each such The Holder will have four (4) two Business Days (or two (2) Business Days in connection with any overnight or bought Underwritten Offering) after such Piggyback Notice notice has been delivered to request in writing to the Company the inclusion of Common Share Registrable Securities in the Underwritten Offering for Other HoldersOffering. If no request for inclusion from a Holder is received by the Company within the specified time or if a Holder states in its response to the Piggyback Notice that it declines the opportunity to include Registrable Securities in the Underwritten Offeringtime, such Holder shall have no further right to participate in such Underwritten OfferingPiggyback Registration. If, at any time after giving written notice of the Company’s its intention to undertake an Underwritten Offering for Other Holders and prior to the pricing closing of such Underwritten Offering, USWS shall determine for any reason not to undertake or to delay such Underwritten Offering is terminated or delayed pursuant to the provisions of this AgreementOffering, the Company USWS may, at its election, give written notice of such determination to the Selling Holders and, (1x) in the case of a termination of determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, and (2y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Common Share Registrable Securities in such Underwritten Offering by giving written notice to the Company USWS of such withdrawal at least one (1) Business Day prior up to and including the time of pricing of such Underwritten Offeringoffering. Any Holder may deliver written notice (a “Piggyback Opt-Out Notice”) to the Company USWS requesting that such Holder not receive notice from the Company USWS of any proposed Underwritten Offering for Other HoldersOffering; provided, however, that such Holder may later revoke any such Piggyback Opt-Out Notice in writing. Following receipt of a Piggyback Opt-Out Notice from a Holder (unless subsequently revoked), the Company USWS shall not be required to deliver any notice to such Holder pursuant to this Section 2.02(a2.2(a) and such Holder shall no longer be entitled to participate in Underwritten Offerings for Other Holders by USWS pursuant to this Section 2.02(a2.2(a), unless such Piggyback Opt-Out Notice is revoked by such Holder. The Holders listed on Schedule B shall each be deemed to have delivered a Piggyback Opt-Out Notice as of the date hereof.

Participation. If at any time the Company proposes to file (i) at a time when the Company is not a WKSI, a Registration Statement (other than and such Holder has not previously included its Registrable Securities in a Registration Statement contemplated by Section 2.01(a)2.1(a) on behalf of any other Person who has or has been granted registration rights related to an Underwritten Offering (the “Other Holder”)this Agreement that is currently effective, or (ii) a prospectus supplement relating to the sale of shares of Common Stock by any Other Holders to an effective “automatic” registration statement, so long as the Company is a WKSI at such time or, whether or not the Company is a WKSI, so long as the Common Share Registrable Securities were previously included in the underlying shelf Registration Statement or are included on an effective Registration Statement, or in any case in which Holders may participate in such offering without the filing of a post-effective amendment, in each case, for the sale of shares of Common Stock by Other Holders Units in an Underwritten OfferingOffering for its own account and/or the account of another Person, other than (a) a registration relating solely to employee benefit plans, (b) a registration relating solely to a Rule 145 transaction, or (c) a registration on any registration form which does not permit secondary sales, then the Company shall give not less than four (4) three Business Days’ notice (including, but not limited to, notification by electronic mail) (the “Piggyback Notice”) of such proposed Underwritten Offering to each Holder that, (together with its Affiliates, owns at least ) owning more than $15 32.5 million of Common Share Registrable Securities Units, calculated on the basis of the Purchased Unit Price, and such Piggyback Notice shall offer such Holder the opportunity to include in such Underwritten Offering for Other Holders such number of Common Share Registrable Securities (the “Included Registrable Securities”) as such Holder may request in writing (a “Piggyback Registration”); provided, however, that the Company shall not be required to offer such opportunity (Aaa) to such Holders if the Holders, together with their Affiliates, do not offer a minimum of $15 20 million of Common Share Registrable Securities, in the aggregate (determined by multiplying the number of Common Share Registrable Securities owned by the average of the closing price on the National Securities Exchange NYSE for the shares of Common Stock Units for the ten (10) trading days preceding the date of such notice), or such lesser amount if it constitutes the remaining holdings of the Holder and its Affiliates, or (Bbb) to such Holders if and to the extent that the Company has been advised by the Managing Underwriter that the inclusion of Common Share Registrable Securities for sale for the benefit of such Holders will have an a material adverse effect on the price, timing or distribution of the shares of Common Stock Units in such the Underwritten Offering, then the amount of Common Share Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.02(b2.2(b). Each Piggyback Notice shall be provided to Holders on a Business Day pursuant to Section 3.01 and receipt of such notice shall be confirmed and kept confidential by the Holders until either (x) such proposed Underwritten Offering has been publicly announced by the Company or (y) the Holders have received notice from the Company that such proposed Underwritten Offering has been abandoned, which the Company shall provide to the Holders reasonably promptly after the final decision to abandon a proposed Underwritten Offering has been made3.1. Each such Holder will have four (4) two Business Days (or two (2) one Business Days Day in connection with any overnight or bought Underwritten Offering) after such Piggyback Notice has been delivered to specifically request in writing to the Company the inclusion of Common Share Registrable Securities in the Underwritten Offering for Other HoldersOffering. If no request for inclusion from a Holder is received by the Company within the specified time or if a Holder states in its response to the Piggyback Notice that it declines the opportunity to include Registrable Securities in the Underwritten Offeringtime, such Holder shall have no further right to participate in such Underwritten OfferingPiggyback Registration. If, at any time after giving written notice of the Company’s its intention to undertake an Underwritten Offering for Other Holders and prior to the pricing closing of such Underwritten Offering, the Company shall determine for any reason not to undertake or to delay such Underwritten Offering is terminated or delayed pursuant to the provisions of this AgreementOffering, the Company may, at its election, give written notice of such determination to the Selling Holders and, (1AA) in the case of a termination of determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, and (2BB) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Common Share Registrable Securities in such Underwritten Offering by giving written notice to the Company of such withdrawal at least one (1) Business Day prior up to and including the time of pricing of such Underwritten Offeringoffering. Any Holder may deliver written notice (a “Piggyback Opt-Out Notice”) to the Company requesting that such Holder not receive notice from the Company of any proposed Underwritten Offering for Other HoldersOffering; provided, however, that such Holder may later revoke any such Piggyback Opt-Out Notice in writing. Following receipt of a Piggyback Opt-Out Notice from a Holder (unless subsequently revoked), the Company shall not be required to deliver any notice to such Holder pursuant to this Section 2.02(a2.2(a) and such Holder shall no longer be entitled to participate in Underwritten Offerings for Other Holders by the Company pursuant to this Section 2.02(a2.2(a), unless such Piggyback Opt-Out Notice is revoked by such Holder. The Holders listed on Schedule B shall each be deemed to have delivered a Piggyback Opt-Out Notice as of the date hereof.

Participation. If at any time So long as a Holder has Common Unit Registrable Securities, if the Company Partnership proposes to file (i) a Registration Statement (shelf registration statement other than a Registration Statement contemplated by Section 2.01(a)) on behalf of any other Person who has or has been granted registration rights related to an Underwritten Offering (the “Other Holder”), or (ii) a prospectus supplement to an effective shelf registration statement relating to the sale of shares equity securities of Common Stock by any Other Holders to an effective registration statementthe Partnership for its own account or that of another Person, so long as the Company is or both, other than a WKSI at such time or, whether or not the Company is a WKSI, so long as the Common Share Registrable Securities were previously included in the underlying shelf Registration Statement or are included on an effective Registration Statement, or in any case in which contemplated by Section 2.01(a) and Holders may participate in such offering be included without the filing of a post-effective amendmentamendment thereto, or (iii) a registration statement, other than a shelf registration statement, in each case, for the sale of shares of Common Stock by Other Holders Units in an Underwritten Offering for its own account or that of another Person, or both, then promptly following the selection of the Managing Underwriter for such Underwritten Offering, then the Company Partnership shall give not less than four (4) Business Days’ notice (including, but not limited to, notification by electronic mail) (the “Piggyback Notice”) of such proposed Underwritten Offering to each Holder that, (together with its Affiliates, owns ) holding at least $15 million the Piggyback Threshold Amount of the then-outstanding Common Share Unit Registrable Securities (calculated based on the Common Unit Price) and such Piggyback Notice notice shall offer such Holder Holders the opportunity to include in such Underwritten Offering for Other Holders such number of Common Share Unit Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writing (a “Piggyback Registration”)writing; provided, however, that (A) the Company Partnership shall not be required to offer provide such opportunity (A) to any such Holders if the Holders, together with their Affiliates, do Holder that does not offer a minimum of $15 million the Piggyback Threshold Amount of Common Share Registrable Securities, in the aggregate (determined by multiplying the number of Common Share Unit Registrable Securities owned by the average of the closing price (based on the National Securities Exchange for the shares of Common Stock for the ten (10) trading days preceding the date of such noticeUnit Price), or such lesser amount if it constitutes the remaining holdings of the Holder such Holder, and its Affiliates, or (B) to such Holders if and to the extent that the Company Partnership has been advised by the Managing Underwriter that the inclusion of Common Share Unit Registrable Securities for sale for the benefit of such the Holders will have an adverse effect on the price, timing or distribution of the shares of Common Stock Units in such the Underwritten Offering, then (x) if no Common Unit Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter, the Partnership shall not be required to offer such opportunity to the Holders or (y) if any Common Unit Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter, then the amount of Common Share Unit Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.02(b). Each Piggyback Notice Any notice required to be provided in this Section 2.02(a) to Holders shall be provided to Holders on a Business Day pursuant to Section 3.01 and receipt of such notice shall be confirmed and kept confidential by the Holders until either (x) such proposed Underwritten Offering has been publicly announced by the Company or (y) the Holders have received notice from the Company that such proposed Underwritten Offering has been abandoned, which the Company shall provide to the Holders reasonably promptly after the final decision to abandon a proposed Underwritten Offering has been madeHolder. Each such Holder will shall then have four (4) five Business Days (or two (2) three Business Days in connection with any overnight or bought Underwritten Offering) after such Piggyback Notice notice has been delivered to request in writing to the Company the inclusion of Common Share Unit Registrable Securities in the Underwritten Offering for Other HoldersOffering. If no written request for inclusion from a Holder is received by the Company within the specified time or if a Holder states in its response to the Piggyback Notice that it declines the opportunity to include Registrable Securities in the Underwritten Offeringtime, each such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of the Company’s its intention to undertake an Underwritten Offering for Other Holders and prior to the pricing closing of such Underwritten Offering, the Partnership shall determine for any reason not to undertake or to delay such Underwritten Offering is terminated or delayed pursuant to the provisions of this AgreementOffering, the Company Partnership may, at its election, give written notice of such determination to the Selling Holders and, (1) in the case of a termination of determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, and (2) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities as part of such Underwritten Offering for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Common Share Unit Registrable Securities in such Underwritten Offering by giving written notice to the Company Partnership of such withdrawal at least one (1) Business Day or prior to the time of pricing of such Underwritten Offering. Any Holder may deliver written notice (a an “Piggyback Opt-Out Notice”) to the Company Partnership requesting that such Holder not receive notice from the Company Partnership of any proposed Underwritten Offering for Other HoldersOffering; provided, however, that such Holder may later revoke any such Piggyback Opt-Out Notice in writing. Following receipt of a Piggyback an Opt-Out Notice from a Holder (unless subsequently revoked), the Company Partnership shall not be required to deliver any notice to such Holder pursuant to this Section 2.02(a) and such Holder shall no longer be entitled to participate in Underwritten Offerings for Other Holders by the Partnership pursuant to this Section 2.02(a), unless such Piggyback Opt-Out Notice is revoked by such Holder. The Holders listed on Schedule B shall each be deemed to have delivered a Piggyback Opt-Out Notice as of the date hereof.

Participation. If at any time the Company Eagle Rock proposes to file (i) a Registration Statement (prospectus supplement to an effective shelf registration statement, other than a the Registration Statement contemplated by Section 2.01(a)) on behalf 2.01 of any other Person who has or has been granted registration rights related to an Underwritten Offering (the “Other Holder”)this Agreement, or (ii) a prospectus supplement relating to the sale of shares of Common Stock by any Other Holders to an effective registration statement, so long as the Company is other than a WKSI at such time or, whether or not the Company is a WKSI, so long as the Common Share Registrable Securities were previously included in the underlying shelf Registration Statement or are included on an effective Registration Statement, or in any case in which Holders may participate in such offering without the filing of a post-effective amendmentregistration statement, in each either case, for the sale of shares of Common Stock by Other Holders Units in an Underwritten OfferingOffering for its own account and/or another Person, then the Company shall give as soon as practicable but not less than four three Business Days prior to the filing of (4x) Business Days’ any preliminary prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(b) under the Securities Act, (y) the prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(b) under the Securities Act (if no preliminary prospectus supplement is used) or (z) such registration statement, as the case may be, then Eagle Rock shall give notice (including, but not limited to, notification by electronic mail) (the “Piggyback Notice”) of such proposed Underwritten Offering to each Holder that, together with its Affiliates, owns at least $15 million of Common Share Registrable Securities the Holders and such Piggyback Notice notice shall offer such Holder the Holders the opportunity to include in such Underwritten Offering for Other Holders such number of Common Share Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writing (a “Piggyback Registration”)writing; provided, however, that the Company shall not be required to offer such opportunity (A) to such Holders if the Holders, together with their Affiliates, do not offer a minimum of $15 million of Common Share Registrable Securities, in the aggregate (determined by multiplying the number of Common Share Registrable Securities owned by the average of the closing price on the National Securities Exchange for the shares of Common Stock for the ten (10) trading days preceding the date of such notice), or such lesser amount if it constitutes the remaining holdings of the Holder and its Affiliates, or (B) to such Holders if and to the extent that the Company Eagle Rock has been advised by the Managing Underwriter that the inclusion of Common Share Registrable Securities for sale for the benefit of such the Holders will have an a material adverse effect on the price, timing or distribution of the shares of Common Stock Units in such the Underwritten Offering, then the amount of Common Share Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.02(b)) of this Agreement. Each Piggyback Notice The notice required to be provided in this Section 2.02(a) to Holders shall be provided to Holders on a Business Day pursuant to Section 3.01 hereof and receipt of such notice shall be confirmed and kept confidential by the Holders until either (x) such proposed Underwritten Offering has been publicly announced by the Company or (y) the Holders have received notice from the Company that such proposed Underwritten Offering has been abandoned, which the Company shall provide to the Holders reasonably promptly after the final decision to abandon a proposed Underwritten Offering has been madeHolder. Each such Holder will shall then have four three (43) Business Days after receiving such notice to request inclusion of Registrable Securities in the Underwritten Offering, except that such Holder shall have one (or two (21) Business Days in connection with any overnight or bought Underwritten Offering) Day after such Piggyback Notice has been delivered Holder confirms receipt of the notice to request in writing to the Company the inclusion of Common Share Registrable Securities in the Underwritten Offering for Other Holdersin the case of a “bought deal” or “overnight transaction” where no preliminary prospectus is used. If no request for inclusion from a Holder is received by the Company within the specified time or if a Holder states in its response to the Piggyback Notice that it declines the opportunity to include Registrable Securities in the Underwritten Offeringtime, such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of the Company’s its intention to undertake an Underwritten Offering for Other Holders and prior to the pricing closing of such Underwritten Offering, Eagle Rock shall determine for any reason not to undertake or to delay such Underwritten Offering is terminated or delayed pursuant to the provisions of this AgreementOffering, the Company Eagle Rock may, at its election, give written notice of such determination to the Selling Holders and, (1x) in the case of a termination of determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, and (2y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Common Share Registrable Securities in such Underwritten Offering offering by giving written notice to the Company Eagle Rock of such withdrawal at least one (1) Business Day prior up to and including the time of pricing of such offering. No Holder shall be entitled to participate in any such Underwritten OfferingOffering under this Section 2.02(a) unless such Holder (together with any Affiliate of such Holder) participating therein held at least $10,000,000 of Purchased Common Units as of the Closing Date. Any Notwithstanding the foregoing, any Holder may deliver written notice (a an “Piggyback Opt-Opt Out Notice”) to the Company Eagle Rock requesting that such Holder not receive notice from the Company Eagle Rock of any proposed Underwritten Offering for Other HoldersOffering; provided, however, that such Holder may later revoke any such Piggyback Opt-Out Notice in writing. Following receipt of a Piggyback Opt-Out Notice from a Holder (unless subsequently revoked), the Company shall not be required to deliver any notice to such Holder pursuant to this Section 2.02(a) and such Holder shall no longer be entitled to participate in Underwritten Offerings for Other Holders pursuant to this Section 2.02(a), unless such Piggyback Opt-Out Notice is revoked by such Holder. The Holders listed on Schedule B shall each be deemed to have delivered a Piggyback Opt-Out Notice as of the date hereofnotice.

Participation. If at any time the The Company proposes shall promptly give written notice to file (i) a Registration Statement (all other than a Registration Statement contemplated by Section 2.01(a)) on behalf of any other Person who has or has been granted registration rights related to an Underwritten Offering (the “Other Holder”), or (ii) a prospectus supplement relating to the sale of shares of Common Stock by any Other Eligible Holders to an effective registration statement, so long as the Company is a WKSI at such time or, whether or not the Company is a WKSI, so long as the Common Share Registrable Securities were previously included in the underlying shelf Registration Statement or are included on an effective Registration Statement, or in any case in which Holders may participate in such offering without the filing upon receipt of a post-effective amendment, in each case, request for the sale of shares of Common Stock by Other Holders in an Underwritten Offering, then the Company shall give not less than four (4) Business Days’ notice (including, but not limited to, notification by electronic mail) (the “Piggyback Notice”) of such proposed Underwritten Offering to each Holder that, together with its Affiliates, owns at least $15 million of Common Share Registrable Securities and such Piggyback Notice shall offer such Holder the opportunity to include in such Underwritten Offering for Other Holders such number of Common Share Registrable Securities (the “Included Registrable Securities”) as such Holder may request in writing (a “Piggyback Registration”); provided, however, that the Company shall not be required to offer such opportunity (A) to such Holders if the Holders, together with their Affiliates, do not offer a minimum of $15 million of Common Share Registrable Securities, in the aggregate (determined by multiplying the number of Common Share Registrable Securities owned by the average of the closing price on the National Securities Exchange for the shares of Common Stock for the ten (10) trading days preceding the date of such notice), or such lesser amount if it constitutes the remaining holdings of the Holder and its Affiliates, or (B) to such Holders if and to the extent that the Company has been advised by the Managing Underwriter that the inclusion of Common Share Registrable Securities for sale for the benefit of such Holders will have an adverse effect on the price, timing or distribution of the shares of Common Stock in such Underwritten Offering, then the amount of Common Share Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.02(b). Each Piggyback Notice shall be provided to Holders on a Business Day Demand Registration pursuant to Section 3.01 and receipt of such notice shall be confirmed and kept confidential by the 2(a) above. Such other Eligible Holders until either (x) such proposed Underwritten Offering has been publicly announced by the Company or (y) the Holders have received notice from the Company that such proposed Underwritten Offering has been abandoned, which the Company shall provide to the Holders reasonably promptly after the final decision to abandon a proposed Underwritten Offering has been made. Each such Holder will have four (4) Business Days (or two (2) Business Days in connection with any overnight or bought Underwritten Offering) after such Piggyback Notice has been delivered to request in writing to the Company the inclusion of Common Share Registrable Securities in the Underwritten Offering for Other Holders. If no request for inclusion from a Holder is received by the Company within the specified time or if a Holder states in its response to the Piggyback Notice that it declines the opportunity to include Registrable Securities in the Underwritten Offering, such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of the Company’s intention to undertake an Underwritten Offering for Other Holders and prior to the pricing of such Underwritten Offering, such Underwritten Offering is terminated or delayed pursuant to the provisions of this Agreement, the Company may, at its election, give written notice of such determination to the Selling Holders and, (1) in the case of a termination of such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, and (2) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Common Share Registrable Securities in such Underwritten Offering by giving written notice to the Company and the Initiating Holder, within thirty (30) business days of the Company's notice, elect to join in a request for a Demand Registration pursuant to Section 2(a) above, with respect to any number of shares of Registrable Securities owned by such withdrawal at least one Eligible Holder. The Registrable Securities of the other Eligible Holders being offered in such Demand Registration shall be treated pari passu with the Registrable Securities being offered by the Initiating Holder for all purposes including "underwriter's cutbacks" under subsection (1e) Business Day prior of this Section and any such request by an Eligible Holder shall not be treated as either a request by such Eligible Holder for a Piggyback Registration under Section 3 or as a request by such Eligible Holder for a Demand Registration under this Section 2. The Company shall include in such Demand Registration such shares of Registrable Securities for which it has received written requests to the time of pricing of register such Underwritten Offering. Any Holder may deliver shares within thirty (30) days after such written notice (a “Piggyback Opt-Out Notice”) to has been given, provided that all the Company requesting that Registrable Securities for which the Initiating Holder and the other Eligible Holders have requested registration shall be covered by such Holder not receive notice from the Company of registration statement before any proposed Underwritten Offering for Other Holders; provided, however, that such Holder may later revoke any such Piggyback Opt-Out Notice in writingother securities are included. Following receipt of a Piggyback Opt-Out Notice from a Holder (unless subsequently revoked)In addition, the Company shall not be required to deliver any promptly give written notice to all eligible Holders upon receipt of a request for a demand registration by any Person (such Holder Person, the "Initiating Person") pursuant to this Section 2.02(aany other registration rights agreement with the Company (whether such other registration rights agreement is entered into before or after the date hereof). Each Eligible Holder may, by written notice to the Company, within thirty (30) and such Holder shall no longer be entitled business days of the Company's notice, elect to participate in Underwritten Offerings for Other Holders request a Demand Registration pursuant to this Section 2.02(a)2(a) above, unless such Piggyback Opt-Out Notice is revoked with respect to any shares of Registrable Securities owned by such Eligible Holder. The Registrable Securities of the Eligible Holders listed on Schedule B being offered in such Demand Registration shall each be deemed to have delivered treated pari passu with the registrable securities being offered by the Initiating Person for all purposes including "underwriter's cutbacks" and any such request by an Eligible Holder shall not be treated as either a request by such Eligible Holder for a Piggyback Opt-Out Notice Registration under Section 3 or as a request by such Eligible Holder for a Demand Registration under this Section 2. The Company shall include in such demand registration such shares of Registrable Securities for which it has received written requests to register such shares within thirty (30) days after such written notice has been given, provided that all the date hereofRegistrable Securities for which the Initiating Person and the Eligible Holders have requested registration shall be covered by such registration statement before any other securities are included.

Participation. If at any time So long as a Holder has Registrable Securities, if the Company Partnership proposes to file (i) a Registration Statement (shelf registration statement, other than a Registration Statement contemplated by Section 2.01(a)) on behalf of any other Person who has or has been granted registration rights related to an Underwritten Offering (the “Other Holder”), or (ii) a prospectus supplement to an effective shelf registration statement relating to the sale of shares equity securities of Common Stock by any Other Holders to an effective registration statementthe Partnership, so long as the Company is other than a WKSI at such time or, whether or not the Company is a WKSI, so long as the Common Share Registrable Securities were previously included in the underlying shelf Registration Statement or are included on an effective Registration Statementcontemplated by Section 2.01(a), or in any case in which and Holders may participate in such offering be included without the filing of a post-effective amendmentamendment thereto, or (iii) a registration statement, other than a shelf registration statement, in each case, for the sale of shares of Common Stock by Other Holders Units in an Underwritten Offering for its own account or that of another Person, or both, then promptly following the selection of the Managing Underwriter for such Underwritten Offering, then the Company Partnership shall give not less than four (4) Business Days’ notice (including, but not limited to, notification by electronic mail) (the “Piggyback Notice”) of such proposed Underwritten Offering to each Holder that, (together with its Affiliates, owns ) holding at least $15 million the Piggyback Threshold Amount of Common Share the then-outstanding Registrable Securities (calculated based on the Unit Purchase Price) and such Piggyback Notice notice shall offer such Holder Holders the opportunity to include in such Underwritten Offering for Other Holders such number of Common Share Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writing (a “Piggyback Registration”)writing; provided, however, that (A) the Company Partnership shall not be required to offer provide such opportunity (A) to such if, in the aggregate, the Holders if the Holders, together with their Affiliates, do not offer a minimum of $15 million the Piggyback Threshold Amount of Common Share Registrable Securities, in the aggregate (determined by multiplying the number of Common Share Registrable Securities owned by the average of the closing price (based on the National Securities Exchange for the shares of Common Stock for the ten (10) trading days preceding the date of such noticeUnit Purchase Price), or such lesser amount if it constitutes the remaining holdings of the Holder and its Affiliates, or (B) to such Holders if and to the extent that the Company Partnership has been advised by the Managing Underwriter that the inclusion of Common Share Registrable Securities for sale for the benefit of such the Holders will have an adverse effect on the price, timing or distribution of the shares Common Units in the Underwritten Offering, then (x) if, in the opinion of Common Stock the Managing Underwriter, no Registrable Securities can be included in the Underwritten Offering, the Partnership shall not be required to offer such opportunity to the Holders or (y) if, in the opinion of the Managing Underwriter, any Registrable Securities can be included in the Underwritten Offering, then the amount of Common Share Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.02(b). Each Piggyback Notice Any notice required to be provided in this Section 2.02(a) to Holders shall be provided to Holders on a Business Day pursuant to Section 3.01 and receipt of such notice shall be confirmed and kept confidential by the Holders until either (x) such proposed Underwritten Offering has been publicly announced by the Company or (y) the Holders have received notice from the Company that such proposed Underwritten Offering has been abandoned, which the Company shall provide to the Holders reasonably promptly after the final decision to abandon a proposed Underwritten Offering has been madeHolder. Each such Holder will shall then have four (4) three Business Days (or two (2) one Business Days Day in connection with any overnight or bought Underwritten Offering) after such Piggyback Notice notice has been delivered to request in writing to the Company the inclusion of Common Share Registrable Securities in the Underwritten Offering for Other Holders. If no request for inclusion from a Holder is received by the Company within the specified time or if a Holder states in its response to the Piggyback Notice that it declines the opportunity to include Registrable Securities in the Underwritten Offering. If a Holder’s written request for inclusion is not received within the specified time, such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of the Company’s its intention to undertake an Underwritten Offering for Other Holders and prior to the pricing closing of such Underwritten Offering, the Partnership shall determine for any reason to delay or not to undertake such Underwritten Offering is terminated or delayed pursuant to the provisions of this AgreementOffering, the Company Partnership may, at its election, give written notice of such determination to the Selling Holders and, (1) in the case of a termination of determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, and (2) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities as part of such Underwritten Offering for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Common Share Registrable Securities in such Underwritten Offering by giving written notice to the Company Partnership of such withdrawal at least one (1) Business Day or prior to the time of pricing of such Underwritten Offering. Any Holder may deliver written notice (a an “Piggyback Opt-Out Notice”) to the Company Partnership requesting that such Holder not receive notice from the Company Partnership of any proposed Underwritten Offering for Other Holders; provided, however, that such Holder may later revoke any such Piggyback Opt-Out Notice in writingOffering. Following receipt of a Piggyback an Opt-Out Notice from a Holder (unless subsequently revoked)Holder, the Company Partnership shall not be required to deliver any notice to such Holder pursuant to this Section 2.02(a) and such Holder shall no longer be entitled to participate in Underwritten Offerings for Other Holders by the Partnership pursuant to this Section 2.02(a), unless such Piggyback Opt-Out Notice is revoked by such Holder. The Holders listed on Schedule B shall each be deemed to have delivered a Piggyback Opt-Out Notice as of the date hereof.

Participation. If at any time the Company proposes to file (i) a Registration Statement (other than a Registration Statement contemplated by Section 2.01(a2.1(a)) on behalf of any other Person who has or has been granted registration rights related to an Underwritten Offering (the “Other Holder”), or (ii) a prospectus supplement relating to the sale of shares of Common Stock by any Other Holders to an effective “automatic” registration statement, so long as the Company is a WKSI at such time or, whether or not the Company is a WKSI, so long as the Common Share Registrable Securities were previously included in the underlying shelf Registration Statement or are included on an effective Registration Statement, or in any case in which Holders may participate in such offering without the filing of a post-effective amendment, in each case, for the sale of shares of Common Stock by Other Holders Units in an Underwritten OfferingOffering for its own account and/or another Person, other than (a) a registration relating solely to employee benefit plans, (b) a registration relating solely to a Rule 145 transaction, or (c) a registration on any registration form which does not permit secondary sales, then the Company shall give not less than four (4) three Business Days’ notice (including, but not limited to, notification by electronic mail) (the “Piggyback Notice”) of such proposed Underwritten Offering to each Holder that, (together with its Affiliates, owns at least ) owning more than $15 75 million of Common Share Registrable Securities Units, calculated on the basis of the Purchased Unit Price, and such Piggyback Notice shall offer such Holder the opportunity to include in such Underwritten Offering for Other Holders such number of Common Share Registrable Securities (the “Included Registrable Securities”) as such Holder may request in writing (a “Piggyback Registration”); provided, however, that the Company shall not be required to offer such opportunity (Aaa) to such Holders if the Holders, together with their Affiliates, do not offer a minimum of $15 37.5 million of Common Share Registrable Securities, in the aggregate (determined by multiplying the number of Common Share Registrable Securities owned by the average of the closing price on the National Securities Exchange NYSE for the shares of Common Stock Units for the ten (10) trading days preceding the date of such notice), or such lesser amount if it constitutes the remaining holdings of the Holder and its Affiliates, or (Bbb) to such Holders if and to the extent that the Company has been advised by the Managing Underwriter that the inclusion of Common Share Registrable Securities for sale for the benefit of such Holders will have an adverse effect on the price, timing timing, or distribution of the shares of Common Stock Units in such Underwritten Offering, then the amount of Common Share Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.02(b2.2(b). Each Piggyback Notice shall be provided to Holders on a Business Day pursuant to Section 3.01 and receipt of such notice shall be confirmed and kept confidential by the Holders until either (x) such proposed Underwritten Offering has been publicly announced by the Company or (y) the Holders have received notice from the Company that such proposed Underwritten Offering has been abandoned, which the Company shall provide to the Holders reasonably promptly after the final decision to abandon a proposed Underwritten Offering has been made3.1. Each such Holder will have four (4) two Business Days (or two (2) one Business Days Day in connection with any overnight or bought Underwritten Offering) after such Piggyback Notice has been delivered to request in writing to the Company the inclusion of Common Share Registrable Securities in the Underwritten Offering for Other HoldersOffering. If no request for inclusion from a Holder is received by the Company within the specified time or if a Holder states in its response to the Piggyback Notice that it declines the opportunity to include Registrable Securities in the Underwritten Offeringtime, such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of the Company’s its intention to undertake an Underwritten Offering for Other Holders and prior to the pricing closing of such Underwritten Offering, the Company shall determine for any reason not to undertake or to delay such Underwritten Offering is terminated or delayed pursuant to the provisions of this AgreementOffering, the Company may, at its election, give written notice of such determination to the Selling Holders and, (1AA) in the case of a termination of determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, and (2BB) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Common Share Registrable Securities in such Underwritten Offering by giving written notice to the Company of such withdrawal at least one (1) Business Day prior to the time of pricing of such Underwritten Offering. Any Holder may deliver written notice (a “Piggyback Opt-Out Notice”) to the Company requesting that such Holder not receive notice from the Company of any proposed Underwritten Offering for Other HoldersOffering; provided, however, that such Holder may later revoke any such Piggyback Opt-Out Notice in writing. Following receipt of a Piggyback Opt-Out Notice from a Holder (unless subsequently revoked), the Company shall not be required to deliver any notice to such Holder pursuant to this Section 2.02(a2.2(a) and such Holder shall no longer be entitled to participate in Underwritten Offerings for Other Holders by the Company pursuant to this Section 2.02(a2.2(a), unless such Piggyback Opt-Out Notice is revoked by such Holder. The Holders listed on Schedule B shall each be deemed to have delivered a Piggyback Opt-Out Notice as of the date hereof.

Participation. If at any time the The Company proposes shall promptly give written notice to file (i) a Registration Statement (all other than a Registration Statement contemplated by Section 2.01(a)) on behalf of any other Person who has or has been granted registration rights related to an Underwritten Offering (the “Other Holder”), or (ii) a prospectus supplement relating to the sale of shares of Common Stock by any Other Eligible Holders to an effective registration statement, so long as the Company is a WKSI at such time or, whether or not the Company is a WKSI, so long as the Common Share Registrable Securities were previously included in the underlying shelf Registration Statement or are included on an effective Registration Statement, or in any case in which Holders may participate in such offering without the filing upon receipt of a post-effective amendment, in each case, request for the sale of shares of Common Stock by Other Holders in an Underwritten Offering, then the Company shall give not less than four (4) Business Days’ notice (including, but not limited to, notification by electronic mail) (the “Piggyback Notice”) of such proposed Underwritten Offering to each Holder that, together with its Affiliates, owns at least $15 million of Common Share Registrable Securities and such Piggyback Notice shall offer such Holder the opportunity to include in such Underwritten Offering for Other Holders such number of Common Share Registrable Securities (the “Included Registrable Securities”) as such Holder may request in writing (a “Piggyback Registration”); provided, however, that the Company shall not be required to offer such opportunity (A) to such Holders if the Holders, together with their Affiliates, do not offer a minimum of $15 million of Common Share Registrable Securities, in the aggregate (determined by multiplying the number of Common Share Registrable Securities owned by the average of the closing price on the National Securities Exchange for the shares of Common Stock for the ten (10) trading days preceding the date of such notice), or such lesser amount if it constitutes the remaining holdings of the Holder and its Affiliates, or (B) to such Holders if and to the extent that the Company has been advised by the Managing Underwriter that the inclusion of Common Share Registrable Securities for sale for the benefit of such Holders will have an adverse effect on the price, timing or distribution of the shares of Common Stock in such Underwritten Offering, then the amount of Common Share Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.02(b). Each Piggyback Notice shall be provided to Holders on a Business Day Demand Registration pursuant to Section 3.01 and receipt of such notice shall be confirmed and kept confidential by the 2(a) above. Such other Eligible Holders until either (x) such proposed Underwritten Offering has been publicly announced by the Company or (y) the Holders have received notice from the Company that such proposed Underwritten Offering has been abandoned, which the Company shall provide to the Holders reasonably promptly after the final decision to abandon a proposed Underwritten Offering has been made. Each such Holder will have four (4) Business Days (or two (2) Business Days in connection with any overnight or bought Underwritten Offering) after such Piggyback Notice has been delivered to request in writing to the Company the inclusion of Common Share Registrable Securities in the Underwritten Offering for Other Holders. If no request for inclusion from a Holder is received by the Company within the specified time or if a Holder states in its response to the Piggyback Notice that it declines the opportunity to include Registrable Securities in the Underwritten Offering, such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of the Company’s intention to undertake an Underwritten Offering for Other Holders and prior to the pricing of such Underwritten Offering, such Underwritten Offering is terminated or delayed pursuant to the provisions of this Agreement, the Company may, at its election, give written notice of such determination to the Selling Holders and, (1) in the case of a termination of such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, and (2) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Common Share Registrable Securities in such Underwritten Offering by giving written notice to the Company and the Initiating Holder, within thirty (30) business days of the Company's notice, elect to join in a request for a Demand Registration pursuant to Section 2(a) above, with respect to any number of shares of Registrable Securities owned by such withdrawal at least one Eligible Holder. The Registrable Securities of the other Eligible Holders being offered in such Demand Registration shall be treated pari passu with the Registrable Securities being offered by the Initiating Holder for all purposes including "underwriter's cutbacks" under subsection (1e) Business Day prior of this Section and any such request by an Eligible Holder shall not be treated as either a request by such Eligible Holder for a Piggyback Registration under Section 3 or as a request by such Eligible Holder for a Demand Registration under this Section 2. The Company shall include in such Demand Registration such shares of Registrable Securities for which it has received written requests to the time of pricing of register such Underwritten Offering. Any Holder may deliver shares within thirty (30) days after such written notice (a “Piggyback Opt-Out Notice”) to has been given, provided that all the Company requesting that Registrable Securities for which the Initiating Holder and the other Eligible Holders have requested registration shall be covered by such Holder not receive notice from the Company of registration statement before any proposed Underwritten Offering for Other Holders; provided, however, that such Holder may later revoke any such Piggyback Opt-Out Notice in writingother securities are included. Following receipt of a Piggyback Opt-Out Notice from a Holder (unless subsequently revoked)In addition, the Company shall not be required to deliver any promptly give written notice to all eligible Holders upon receipt of a request for a demand registration by any Person (such Holder Person, the "Initiating Person") pursuant to this Section 2.02(aany other registration rights agreement with the Company (whether such other registration rights agreement is entered into before or after the date hereof). Each Eligible Holder may, by written notice to the Company, within thirty (30) and such Holder shall no longer be entitled business days of the Company's notice, elect to participate in Underwritten Offerings for Other Holders request a Demand Registration pursuant to this Section 2.02(a)2(a) above, unless such Piggyback Opt-Out Notice is revoked with respect to any shares of Registrable Securities owned by such Eligible Holder. The Registrable Securities of the Eligible Holders listed being offered in such Demand Registration shall be treated pari passu with the registrable securities being offered by the Initiating Person (unless such Initiating Person is a holder of Series B Preferred Stock, Warrants issued to Industrial Works Holding Co., LLC, or Common Stock obtained on Schedule B exercise or conversion thereof, in which case the securities proposed to be registered by such Initiating Person should be given priority) for all purposes including "underwriter's cutbacks" and any such request by an Eligible Holder shall each not be deemed to have delivered treated as either a request by such Eligible Holder for a Piggyback Opt-Out Notice Registration under Section 3 or as a request by such Eligible Holder for a Demand Registration under this Section 2. The Company shall include in such demand registration such shares of Registrable Securities for which it has received written requests to register such shares within thirty (30) days after such written notice has been given, provided that all the date hereofRegistrable Securities for which the Initiating Person and the Eligible Holders have requested registration shall be covered by such registration statement before any other securities are included.

Participation. If at In the event the Registrable Securities may not be disposed of without restriction pursuant to any time section of Rule 144 (or any similar provision then in effect) under the Company Securities Act, if the Partnership proposes to file (i) a Registration Statement (prospectus supplement to an effective shelf registration statement, other than a the Registration Statement contemplated by Section 2.01(a)) on behalf of any other Person who has or has been granted registration rights related to an Underwritten Offering (the “Other Holder”), or (ii) a prospectus supplement relating to the sale of shares of Common Stock by any Other Holders to an effective registration statement, so long as the Company is a WKSI at such time or, whether or not the Company is a WKSI, so long as the Common Share Registrable Securities were previously included in the underlying shelf Registration Statement or are included on an effective Registration Statement, or in any case in which this Agreement and Holders may participate in such offering be included without the filing of a post-effective amendmentamendment thereto, or (ii) a registration statement, other than a shelf registration statement, in each case, for the sale of shares Common Units in an Underwritten Offering for its own account and/or another Person, then as soon as practicable following the engagement of Common Stock counsel by Other Holders the Partnership to prepare the documents to be used in connection with an Underwritten Offering, then the Company Partnership shall give not less than four (4) Business Days’ notice (includingwhich may include, but not limited towithout limitation, notification by electronic mail) (the “Piggyback Notice”) of such proposed Underwritten Offering to each Holder that, together with its Affiliates, owns holds in the aggregate at least $15 5.0 million of Common Share the then-outstanding Registrable Securities (based on the Common Unit Price) and such Piggyback Notice notice shall offer such Holder Holders the opportunity to include in such Underwritten Offering for Other Holders such number of Common Share Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writing (a “Piggyback Registration”)writing; provided, however, that (i) the Company Partnership shall not be required to offer provide such opportunity (A) to any such Holders if the Holders, together with their Affiliates, do Holder that does not offer a minimum of $15 5.0 million of Common Share Registrable Securities, in the aggregate (determined by multiplying the number of Common Share Registrable Securities owned by the average of the closing price (based on the National Securities Exchange for the shares of Common Stock for the ten (10) trading days preceding the date of such noticeUnit Price), or such lesser amount (ii) if it constitutes the remaining holdings of the Holder and its Affiliates, or (B) to such Holders if and to the extent that the Company Partnership has been advised by the Managing Underwriter that the inclusion of Common Share Registrable Securities for sale for the benefit of such the Holders will have an adverse effect on the price, timing or distribution of the shares of Common Stock Units in such the Underwritten Offering, then (A) the Partnership shall not be required to offer such opportunity to the Holders or (B) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter, then the amount of Common Share Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.02(b). Each Piggyback Notice Any notice required to be provided in this Section 2.02(a) to Holders shall be provided to Holders on a Business Day pursuant to Section 3.01 and receipt of such notice shall be confirmed and kept confidential by the Holders until either (x) such proposed Underwritten Offering has been publicly announced by the Company or (y) the Holders have received notice from the Company that such proposed Underwritten Offering has been abandoned, which the Company shall provide to the Holders reasonably promptly after the final decision to abandon a proposed Underwritten Offering has been madehereof. Each such Holder will described in the proviso of the immediately preceding sentence shall then have four (4) Business Days (or two (2) Business Days (or one (1) Business Day in connection with any overnight or bought Underwritten Offering) after such Piggyback Notice notice has been delivered to request in writing to the Company the inclusion of Common Share Registrable Securities in the Underwritten Offering for Other Holders. If no request for inclusion from a Holder is received by the Company within the specified time or if a Holder states in its response to the Piggyback Notice that it declines the opportunity to include Registrable Securities in the Underwritten Offering. If no written request for inclusion from such a Holder is received within the specified time, each such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of the Company’s its intention to undertake an Underwritten Offering for Other Holders and prior to the pricing closing of such Underwritten Offering, the Partnership shall determine for any reason not to undertake or to delay such Underwritten Offering is terminated or delayed pursuant to the provisions of this AgreementOffering, the Company Partnership may, at its election, give written notice of such determination to the Selling Holders and, (1x) in the case of a termination of determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell include any Included Registrable Securities in connection with such terminated Underwritten Offering, and (2y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Common Share Registrable Securities in such Underwritten Offering by giving written notice to the Company Partnership of such withdrawal at least one (1) Business Day or prior to the time of pricing of such Underwritten Offering. Any Holder may deliver written notice (a an “Piggyback Opt-Out Notice”) to the Company Partnership requesting that such Holder not receive notice from the Company Partnership of any proposed Underwritten Offering for Other HoldersOffering; provided, however, that such Holder may later revoke any such Piggyback Opt-Out Notice in writing. Following receipt of a Piggyback an Opt-Out Notice from a Holder (unless subsequently revoked), the Company Partnership shall not be required to deliver any notice to such Holder pursuant to this Section 2.02(a) and such Holder shall no longer be entitled to participate in Underwritten Offerings for Other Holders by the Partnership pursuant to this Section 2.02(a), unless such Piggyback . Each of the Holders on Schedule A hereto who has indicated it is delivering an Opt-Out Notice is revoked by such Holder. The Holders listed on Schedule B shall each be deemed to have delivered a Piggyback an Opt-Out Notice as of the date hereof.

Participation. If at any time the Company Partnership proposes to file during the Effectiveness Period (i) a Registration Statement (shelf registration statement other than a Shelf Registration Statement contemplated by Section 2.01(a)) on behalf of any other Person who has or has been granted registration rights related to an Underwritten Offering (the “Other Holder”), or (ii) a prospectus supplement relating to the sale of shares of Common Stock by any Other Holders to an effective shelf registration statement, so long as the Company is other than a WKSI at such time or, whether or not the Company is a WKSI, so long as the Common Share Registrable Securities were previously Shelf Registration Statement contemplated by Section 2.01(a) and Holders may be included in the underlying shelf Registration Statement or are included on an effective Registration Statement, or in any case in which Holders may participate in such offering Underwritten Offering without the filing of a post-effective amendmentamendment thereto, or (iii) a registration statement, other than a shelf registration statement, in each case, for the sale of shares of Common Stock by Other Holders Units in an Underwritten Offering for its own account or that of another Person, or both, then as soon as practicable following the selection of the Managing Underwriter for such Underwritten Offering, then the Company Partnership shall give not less than four (4) Business Days’ notice (including, but not limited to, notification by electronic mail) (the “Piggyback Notice”) of such proposed Underwritten Offering to each Holder that, (together with its Affiliates, owns ) holding at least $15 million the Threshold Amount of Common Share the then-outstanding Registrable Securities and such Piggyback Notice notice shall offer such Holder Holders the opportunity to include in such Underwritten Offering for Other Holders such number of Common Share Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writing (a “Piggyback Registration”)writing; provided, however, that (A) the Company Partnership shall not be required to offer provide such opportunity (A) to any such Holders if the Holders, together with their Affiliates, do Holder that does not offer a minimum of $15 million the Threshold Amount of Common Share Registrable Securities, in the aggregate (determined by multiplying the number of Common Share Registrable Securities owned by the average of the closing price on the National Securities Exchange for the shares of Common Stock for the ten (10) trading days preceding the date of such notice), or such lesser amount if it constitutes the remaining holdings of the Holder and its Affiliates, or (B) to such Holders if and to the extent that the Company Partnership has been advised by the Managing Underwriter that the inclusion of Common Share Registrable Securities for sale for the benefit of such the Holders will have an adverse effect on the price, timing or distribution of the shares of Common Stock Units in such the Underwritten Offering, then (i) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter, the Partnership shall not be required to offer such opportunity to the Holders or (ii) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter, then the amount of Common Share Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.02(b). Each Piggyback Notice Any notice required to be provided pursuant to this Section 2.02(a) to Holders shall be provided to Holders on a Business Day pursuant to Section 3.01 and receipt of such notice shall be confirmed and kept confidential by the Holders until either (x) such proposed Underwritten Offering has been publicly announced by the Company or (y) the Holders have received notice from the Company that such proposed Underwritten Offering has been abandoned, which the Company shall provide to the Holders reasonably promptly after the final decision to abandon a proposed Underwritten Offering has been madeHolder. Each such Holder will shall then have four (4) Business Days (or two (2) Business Days (or one (1) Business Day in connection with any overnight or bought Underwritten Offering) after such Piggyback Notice notice has been delivered to request in writing to the Company the inclusion of Common Share Registrable Securities in the Underwritten Offering for Other HoldersOffering. If no written request for inclusion from a Holder is received by the Company within the specified time or if a Holder states in its response to the Piggyback Notice that it declines the opportunity to include Registrable Securities in the Underwritten Offeringtime, each such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of the Company’s its intention to undertake an Underwritten Offering for Other Holders and prior to the pricing closing of such Underwritten Offering, the Partnership shall determine for any reason not to undertake or to delay such Underwritten Offering is terminated or delayed pursuant to the provisions of this AgreementOffering, the Company Partnership may, at its election, give written notice of such determination to the Selling Holders and, (1x) in the case of a termination of determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, and (2y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities as part of such Underwritten Offering for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Common Share Registrable Securities in such Underwritten Offering by giving written notice to the Company Partnership of such withdrawal at least one (1) Business Day or prior to the time of pricing of such Underwritten Offering. Any Holder may deliver written notice (a an “Piggyback Opt-Out Notice”) to the Company Partnership requesting that such Holder not receive notice from the Company Partnership of any proposed Underwritten Offering for Other HoldersOffering; provided, however, that such Holder may later revoke any such Piggyback Opt-Out Notice in writing. Following receipt of a Piggyback an Opt-Out Notice from a Holder (unless subsequently revoked), the Company Partnership shall not be required to deliver any notice to such Holder pursuant to this Section 2.02(a) and such Holder shall no longer be entitled to participate in Underwritten Offerings for Other Holders by the Partnership pursuant to this Section 2.02(a), unless such Piggyback Opt-Out Notice is revoked by such Holder. The Holders listed on Schedule B shall each be deemed to have delivered a Piggyback Opt-Out Notice as of the date hereof.

Participation. If at any time the Company proposes to file (i) a Registration Statement (other than a Registration Statement contemplated by Section 2.01(a)) on its own behalf relating to the sale of Common Stock or on behalf of any other Person Persons who has have or has have been granted registration rights related to an Underwritten Offering (the “Other HolderHolders”), ) or (ii) a prospectus supplement relating to the sale of shares of Common Stock by the Company or any Other Holders to an effective “automatic” registration statement, so long as the Company is a WKSI at such time or, whether or not the Company is a WKSI, so long as the Common Share Registrable Securities were previously included in the underlying shelf Registration Statement or are included on an effective Registration Statement, or in any case in which Holders may participate in such offering without the filing of a post-effective amendment, in each case, for the sale of shares of Common Stock by the Company or Other Holders in an Underwritten OfferingOffering (including an Underwritten Offering undertaken pursuant to Section 2.03), then the Company shall give not less than four (4) Business Days’ notice (or two Business Days in connection with any overnight or bought Underwritten Offering) (including, but not limited to, notification by electronic mail) (the “Piggyback Notice”) of such proposed Underwritten Offering to each Holder that, (together with its Affiliates, owns at least ) owning more than $15 75 million of Common Share Stock (determined by multiplying the number of Registrable Securities owned by the Purchased Preferred Stock Price) or, in the case of any of Stonepeak and its Affiliates, owning any Registrable Securities, and such Piggyback Notice shall offer such Holder the opportunity to include in such Underwritten Offering for Other Holders such number of Common Share Registrable Securities (the “Included Registrable Securities”) as such Holder may request in writing (a “Piggyback Registration”); provided, however, that the Company shall not be required to offer such opportunity (A) to any such Holders other than any of Stonepeak and its Affiliates if the Holders, together with their Affiliates, do not offer a minimum of $15 50 million of Common Share Registrable Securities, Securities in the aggregate (determined by multiplying the number of Common Share Registrable Securities owned by the average of the closing price on the National Securities Exchange for the shares of Common Purchased Preferred Stock for the ten (10) trading days preceding the date of such noticePrice ), or such lesser amount if it constitutes the remaining holdings of the Holder and its Affiliates, or (B) to such Holders if and to the extent that the Company has been advised by the Managing Underwriter Underwriter, acting in good faith, that the inclusion of Common Share Registrable Securities for sale for the benefit of such Holders will have an adverse effect on the price, timing or distribution of the shares of Common Stock in such Underwritten Offering, then the amount of Common Share Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.02(b). Each Piggyback Notice shall be provided to Holders on a Business Day pursuant to Section 3.01 and receipt 3.01. If practical in the context of such notice shall be confirmed and kept confidential by the Holders until either (x) such proposed Underwritten Offering has been publicly announced by the Company or (y) the Holders have received notice from the Company that such proposed Underwritten Offering has been abandonedcontemplated offering, which the Company shall use reasonable efforts to increase the length of the Piggyback Notice to provide more time for the applicable Holders to the Holders reasonably promptly after the final make an election to participate; provided, however, that any decision to abandon a proposed Underwritten Offering has been madeincrease the length of the Piggyback Notice for longer than two Business Days shall be in the sole discretion of the Company. Each such Holder will have four (4) Business Days (or two (2) Business Days in connection with any overnight or bought Underwritten Offering) ), or such longer period as may be specified by the Company, in its sole discretion, in the Piggyback Notice, after such Piggyback Notice has been delivered to request in writing to the Company the inclusion of Common Share Registrable Securities in the Underwritten Offering for Other HoldersOffering. If no request for inclusion from a Holder is received by the Company within the specified time or if a Holder states in its response to the Piggyback Notice that it declines the opportunity to include Registrable Securities in the Underwritten Offeringtime, such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of the Company’s its intention to undertake such an Underwritten Offering for Other Holders and prior to the pricing closing of such Underwritten Offering, the Company shall determine for any reason not to undertake or to delay such Underwritten Offering is terminated or delayed pursuant to the provisions of this AgreementOffering, the Company may, at its election, give written notice of such determination to the Selling Holders and, (1) in the case of a termination of determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, and (2) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Common Share Registrable Securities in such Underwritten Offering by giving written notice to the Company of such withdrawal at least one (1) Business Day prior to the time of pricing of such Underwritten Offering. Any Holder may deliver written notice (a “Piggyback Opt-Out Notice”) to the Company requesting that such Holder not receive notice from the Company of any proposed Underwritten Offering for Other HoldersOffering; provided, however, that such Holder may later revoke any such Piggyback Opt-Out Notice in writing. Following receipt of a Piggyback Opt-Out Notice from a Holder (unless subsequently revoked), the Company shall not be required to deliver any notice to such Holder pursuant to this Section 2.02(a) and such Holder shall no longer be entitled to participate in Underwritten Offerings for Other Holders pursuant to this Section 2.02(a), unless such Piggyback Opt-Out Notice is revoked by such Holder. The Holders listed on Schedule B shall each be deemed to have delivered a Piggyback Opt-Out Notice as of the date hereof.

Participation. If the Company at any time the Company proposes to file a Registration Statement with respect to any offering of Company Shares for its own account or for the account of any other Persons (other than (i) a Registration Statement under Section 3.01 or Section 3.02, it being understood that this clause (other than a Registration Statement contemplated by i) does not limit the rights of Holders to make written requests pursuant to Section 2.01(a)) on behalf of any other Person who has 3.01 or has been granted registration rights related to an Underwritten Offering (Section 3.02 or otherwise limit the “Other Holder”)applicability thereof, or (ii) a prospectus supplement Registration Statement on Form S-4 or S-8 (or such other similar successor forms then in effect under the Securities Act), (iii) a registration of securities solely relating to an offering and sale to employees, directors or consultants of the sale of shares of Common Stock Company or its Subsidiaries pursuant to any employee stock plan or other employee benefit plan arrangement, (iv) a registration not otherwise covered by any Other Holders clause (iii) above pursuant to an effective registration statement, so long as which the Company is offering to exchange its own securities for other securities or (v) a WKSI at such time or, whether or not the Company is a WKSI, so long as the Common Share Registrable Securities were previously included in the underlying shelf Registration Statement relating solely to dividend reinvestment or are included on an effective similar plans) (a “Company Public Sale”), then, (A) as soon as practicable (but in no event less than 10 days prior to the proposed date of filing of such Registration Statement), or in any case in which Holders may participate in such offering without the filing of a post-effective amendment, in each case, for the sale of shares of Common Stock by Other Holders in an Underwritten Offering, then the Company shall give not less than four (4) Business Days’ written notice (including, but not limited to, notification by electronic mail) (the “Piggyback Notice”) of such proposed Underwritten Offering filing to each Holder that, together with its Affiliates, owns at least $15 million Investor Holdco and all Demand Parties and shall offer Investor Holdco and all Demand Parties the opportunity to Register under such Registration Statement such number of Common Share Registrable Securities as Investor Holdco and such Piggyback Notice Demand Parties may request in writing (provided that the number of Registrable Securities Registered by Investor Holdco pursuant to this Section 3.03(a) shall be pro rata among members of Investor Holdco based on the Registrable Securities beneficially owned by each such member of Investor Holdco, unless such member of Investor Holdco otherwise directs Investor Holdco to include less than its pro rata share of Registrable Securities in accordance with Section 2.02) delivered to the Company within ten (10) days of delivery of such written notice by the Company, and (B) subject to Section 3.03(c), as soon as practicable after the expiration of such 10-day period (but in no event less than fifteen (15) days prior to the proposed date of filing of such Registration Statement), the Company shall give written notice of such proposed filing to the remaining Holders, and such notice shall offer each such Holder the opportunity to include in Register under such Underwritten Offering for Other Holders Registration Statement such number of Common Share Registrable Securities (the “Included Registrable Securities”) as such Holder may request in writing within ten (10) days of delivery of such written notice by the Company. Subject to Section 3.03(b) and (c), the Company shall include in such Registration Statement all such Registrable Securities that are requested by Holders to be included therein in compliance with the immediately foregoing sentence (a “Piggyback Registration”); provided, however, provided that the Company shall not be required to offer such opportunity (A) to such Holders if the Holders, together with their Affiliates, do not offer a minimum of $15 million of Common Share Registrable Securities, in the aggregate (determined by multiplying the number of Common Share Registrable Securities owned by the average of the closing price on the National Securities Exchange for the shares of Common Stock for the ten (10) trading days preceding the date of such notice), or such lesser amount if it constitutes the remaining holdings of the Holder and its Affiliates, or (B) to such Holders if and to the extent that the Company has been advised by the Managing Underwriter that the inclusion of Common Share Registrable Securities for sale for the benefit of such Holders will have an adverse effect on the price, timing or distribution of the shares of Common Stock in such Underwritten Offering, then the amount of Common Share Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.02(b). Each Piggyback Notice shall be provided to Holders on a Business Day pursuant to Section 3.01 and receipt of such notice shall be confirmed and kept confidential by the Holders until either (x) such proposed Underwritten Offering has been publicly announced by the Company or (y) the Holders have received notice from the Company that such proposed Underwritten Offering has been abandoned, which the Company shall provide to the Holders reasonably promptly after the final decision to abandon a proposed Underwritten Offering has been made. Each such Holder will have four (4) Business Days (or two (2) Business Days in connection with any overnight or bought Underwritten Offering) after such Piggyback Notice has been delivered to request in writing to the Company the inclusion of Common Share Registrable Securities in the Underwritten Offering for Other Holders. If no request for inclusion from a Holder is received by the Company within the specified time or if a Holder states in its response to the Piggyback Notice that it declines the opportunity to include Registrable Securities in the Underwritten Offering, such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of the Company’s its intention to undertake an Underwritten Offering for Other Holders Register any equity securities and prior to the pricing effective date of the Registration Statement filed in connection with such Underwritten Offering, such Underwritten Offering is terminated or delayed pursuant to the provisions of this AgreementPiggyback Registration, the Company mayshall determine for any reason not to Register or to delay Registration of the equity securities covered by such Piggyback Registration, at its election, the Company shall give written notice of such determination to the Selling Holders each Holder that had requested to Register its, his or her Registrable Securities in such Registration Statement and, thereupon, (1) in the case of a termination of such Underwritten Offeringdetermination not to Register, shall be relieved of its obligation to sell Register any Included Registrable Securities in connection with such terminated Underwritten OfferingRegistration, without prejudice, however, to the rights of a Demand Party, to request that such Registration be effected as a Demand Registration under Section 3.01, and (2) in the case of a determination to delay Registering, in the absence of a request by a Demand Party, that such Underwritten OfferingRegistration be effected as a Demand Registration under Section 3.01, shall be permitted to delay offering Registering any Included Registrable Securities Securities, for the same period as the delay in Registering the Underwritten Offering. Any Selling Holder shall have the right to withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Common Share Registrable Securities in such Underwritten Offering other equity securities covered by giving written notice to the Company of such withdrawal at least one (1) Business Day prior to the time of pricing of such Underwritten Offering. Any Holder may deliver written notice (a “Piggyback Opt-Out Notice”) to the Company requesting that such Holder not receive notice from the Company of any proposed Underwritten Offering for Other Holders; provided, however, that such Holder may later revoke any such Piggyback Opt-Out Notice in writingRegistration. Following receipt of a Piggyback Opt-Out Notice from a Holder (unless subsequently revoked)If the offering pursuant to such Registration Statement is to be underwritten, the Company shall not be required to deliver any so advise the Holders as a part of the written notice to such given pursuant this Section 3.03(a), and each Holder making a request for a Piggyback Registration pursuant to this Section 2.02(a3.03(a) must, and the Company shall make such arrangements with the managing underwriter or underwriters so that each such Holder may, participate in such Underwritten Offering, subject to the conditions of Section 3.03(b) and (c). If the offering pursuant to such Holder Registration Statement is to be on any other basis, the Company shall no longer be entitled to participate in Underwritten Offerings for Other so advise the Holders as part of the written notice given pursuant to this Section 2.02(a3.03(a), unless such Piggyback Opt-Out Notice is revoked by such Holder. The Holders listed on Schedule B shall and each be deemed to have delivered Holder making a request for a Piggyback Opt-Out Notice as Registration pursuant to this Section 3.03(a) must, and the Company shall make such arrangements so that each such Holder may, participate in such offering on such basis, subject to the conditions of Section 3.03(b) and (c). Each Holder shall be permitted to withdraw all or part of its Registrable Securities from a Piggyback Registration at any time prior to the date hereofeffectiveness of such Registration Statement.

Participation. If at any time the Company xxxx Xxxxxx proposes to file (i) a Registration Statement (shelf registration statement other than a Registration Statement contemplated by Section 2.01(a)) on behalf of any other Person who has or has been granted registration rights related to an Underwritten Offering (the “Other Holder”)2.1, or (ii) a prospectus supplement relating to the sale of shares of Common Stock by any Other Holders to an effective shelf registration statement, so long as the Company is other than a WKSI at such time or, whether or not the Company is a WKSI, so long as the Common Share Registrable Securities were previously included in the underlying shelf Registration Statement or are included on an effective Registration Statementcontemplated by Section 2.1, or in any case in which and Holders may participate in such offering be included without the filing of a post-effective amendmentamendment thereto that requires Seller to request acceleration of the same from the SEC, or (iii) a registration statement, other than a shelf registration statement, in each any case, for the sale of shares of Preferred Stock or Common Stock in an Underwritten Offering for its own account and/or another Person, then as soon as practicable following the engagement of counsel by Other Holders Seller to prepare the documents to be used in connection with an Underwritten Offering, then the Company Seller shall give not less than four (4) Business Days’ written notice (including, but not limited to, notification by electronic mail) (the “Piggyback Notice”) of such proposed Underwritten Offering to each Holder that, together with its Affiliates, owns at least $15 million of Common Share holding outstanding Registrable Securities and such Piggyback Notice notice shall offer such Holder the opportunity to include in such Underwritten Offering for Other Holders such number of Common Share Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writing (a “Piggyback Registration”)writing; provided, however, that the Company shall not be required to offer such opportunity (A) to such Holders if the Holders, together with their Affiliates, do not offer a minimum of $15 million of Common Share Registrable Securities, in the aggregate (determined by multiplying the number of Common Share Registrable Securities owned by the average of the closing price on the National Securities Exchange for the shares of Common Stock for the ten (10) trading days preceding the date of such notice), or such lesser amount if it constitutes the remaining holdings of the Holder and its Affiliates, or (B) to such Holders if and to the extent that the Company Seller has been advised by the Managing Underwriter that the inclusion of Common Share Registrable Securities for sale for the benefit of such the Holders will have an adverse effect on the price, timing (other than by reason of the notice periods set forth herein) or distribution of the shares of Preferred Stock or Common Stock in such the Underwritten Offering, then (a) Seller shall not be required to offer such opportunity to the Holders, in which case Seller shall provide the Holders written advisement of their exclusion (which notice need not include any explanation of the reasons for the exclusion) from the Underwritten Offering no later than 24 hours after the pricing of the Underwritten Offering, or (b) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter, then the amount of Common Share Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.02(b2.2(b), in which case Seller shall provide the Holders written advisement of their reduced participation (which notice need not include any explanation of the reasons for the reduced participation) in the Underwritten Offering no later than 24 hours after the pricing of the Underwritten Offering. Each Piggyback Notice Any notice required to be provided in this Section 2.2(a) to Holders shall be provided to Holders on a Business Day pursuant to Section 3.01 3.1 hereof and receipt of such notice shall be confirmed and kept confidential by the Holders until either Holder (x) provided that the failure of the Holder to confirm receipt shall not affect the validity or timing of delivery of such proposed Underwritten Offering has been publicly announced by the Company or (y) the Holders have received notice from the Company that such proposed Underwritten Offering has been abandoned, which the Company shall provide to the Holders reasonably promptly after the final decision to abandon a proposed Underwritten Offering has been madenotice). Each such Holder will shall have four (4) Business Days (or two (2) Business Days (or one (1) Business Day in connection with any overnight or bought Underwritten Offering) after such Piggyback Notice written notice has been delivered to request in writing to the Company the inclusion of Common Share Registrable Securities in the Underwritten Offering for Other HoldersOffering. If no written request for inclusion from a Holder is received by the Company within the specified time or if a Holder states in its response to the Piggyback Notice that it declines the opportunity to include Registrable Securities in the Underwritten Offeringtime, each such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of the Company’s its intention to undertake an Underwritten Offering for Other Holders and prior to the pricing closing of such Underwritten Offering, Seller shall determine for any reason not to undertake or to delay such Underwritten Offering is terminated or delayed pursuant to the provisions of this AgreementOffering, the Company Seller may, at its election, give written notice of such determination to the Selling Holders and, (1x) in the case of a termination of determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, and (2y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Common Share Registrable Securities in such Underwritten Offering by giving written notice to the Company Seller of such withdrawal at least one (1) Business Day prior to the time of pricing of such Underwritten Offering. Any Holder may deliver written notice (a “Piggyback Opt-Out Notice”) to the Company requesting that such Holder not receive notice from the Company of any proposed Underwritten Offering for Other Holders; provided, however, that such Holder may later revoke any such Piggyback Opt-Out Notice in writing. Following receipt of a Piggyback Opt-Out Notice from a Holder (unless subsequently revoked), the Company shall not be required to deliver any notice to such Holder pursuant to this Section 2.02(a) and such Holder shall no longer be entitled to participate in Underwritten Offerings for Other Holders pursuant to this Section 2.02(a), unless such Piggyback Opt-Out Notice is revoked by such Holder. The Holders listed on Schedule B shall each be deemed to have delivered a Piggyback Opt-Out Notice as of the date hereof.

Participation. If at any time the Company Partnership proposes to file (i) a Registration Statement (other than a Registration Statement contemplated by Section 2.01(a)) on behalf of any other Person who has or has been granted registration rights related to an Underwritten Offering (the “Other Holder”), statement or (ii) a prospectus supplement relating to the sale of shares of Common Stock by any Other Holders to an effective registration statement, so long as the Company is a WKSI at such time or, whether or not the Company is a WKSI, so long as the Common Share Registrable Securities were previously Shelf Registration Statement and Holders may be included in the underlying shelf Registration Statement or are included on an effective Registration Statement, or in any case in offering to which Holders may participate in such offering prospectus supplement relates without the filing of a post-effective amendmentamendment to such Shelf Registration Statement, in each case, for the sale of shares of Common Stock by Other Holders Units in an Underwritten Offering for its own account and/or another Person, then as soon as practicable following the engagement of counsel by the Partnership to prepare the documents to be used in connection with such Underwritten Offering, then the Company Partnership shall give not less than four (4) Business Days’ notice (including, but not limited to, notification which may be given by electronic mail) (the “Piggyback Notice”) of such proposed Underwritten Offering to each Holder that, together with its Affiliates, owns holding at least $15 one million of Common Share Registrable Securities (subject to adjustment in accordance with Section 3.04) and such Piggyback Notice notice shall offer such Holder Holders the opportunity to include in such Underwritten Offering for Other Holders such number of Common Share Registrable Securities that are Fungible Securities (the “Included Registrable Securities”) as each such Holder may request in writing (a “Piggyback Registration”)writing; provided, however, that the Company shall not be required to offer such opportunity (A) to such Holders if the Holders, together with their Affiliates, do not offer a minimum of $15 million of Common Share Registrable Securities, in the aggregate (determined by multiplying the number of Common Share Registrable Securities owned by the average of the closing price on the National Securities Exchange for the shares of Common Stock for the ten (10) trading days preceding the date of such notice), or such lesser amount if it constitutes the remaining holdings of the Holder and its Affiliates, or (B) to such Holders if and to the extent that the Company Partnership has been advised by the Managing Underwriter that the inclusion of Common Share Registrable Securities for sale for the benefit of such the Holders will have an adverse effect on the price, timing or distribution of the shares of Common Stock Units in such the Underwritten Offering, then (A) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter, the Partnership shall not be required to offer such opportunity to the Holders or (B) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter, then the amount of Common Share Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.02(b2.03(b). Each Piggyback Notice shall be provided to Holders on a Business Day pursuant Subject to Section 3.01 and receipt of 2.03(b), the Partnership shall include in such notice shall be confirmed and kept confidential by the Holders until either (x) such proposed Underwritten Offering has been publicly announced by the Company or (y) the Holders have received notice from the Company all included Registrable Securities that such proposed Underwritten Offering has been abandoned, are Fungible Securities with respect to which the Company shall provide to the Holders reasonably promptly after the final decision to abandon a proposed Underwritten Offering Partnership has been made. Each such Holder will have four (4) Business Days (or received requests within two (2) Business Days (or one (1) Business Day in connection with any overnight a “bought deal” or bought an “overnight” Underwritten Offering) after such Piggyback Notice the Partnership’s notice has been delivered to request in writing to the Company the inclusion of Common Share Registrable Securities in the Underwritten Offering for Other Holdersaccordance with Section 3.01. If no written request for inclusion from a Holder is received by the Company within the specified time or if a Holder states in its response to the Piggyback Notice that it declines the opportunity to include Registrable Securities in the Underwritten Offeringtime, such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of the Company’s its intention to undertake an Underwritten Offering for Other Holders and prior to the pricing closing of such Underwritten Offering, the Partnership shall determine for any reason not to undertake or to delay such Underwritten Offering is terminated or delayed pursuant to the provisions of this AgreementOffering, the Company Partnership may, at its election, give written notice of such determination to the Selling Holders and, (1x) in the case of a termination of determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, Offering and (2y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Common Share Registrable Securities in such Underwritten Offering by giving written notice to the Company Partnership of such withdrawal at least one (1) Business Day or prior to the time of pricing of such Underwritten Offering. Any Holder may deliver written notice (a “Piggyback Opt-Out Notice”) to the Company requesting that such Holder not receive notice from the Company of any proposed Underwritten Offering for Other Holders; provided, however, that such Holder may later revoke any such Piggyback Opt-Out Notice in writing. Following receipt of a Piggyback Opt-Out Notice from a Holder (unless subsequently revoked), the Company shall not be required to deliver any notice to such Holder pursuant to this Section 2.02(a) and such Holder shall no longer be entitled to participate in Underwritten Offerings for Other Holders pursuant to this Section 2.02(a), unless such Piggyback Opt-Out Notice is revoked by such Holder. The Holders listed on Schedule B shall each be deemed to have delivered a Piggyback Opt-Out Notice as of the date hereof.

Participation. If at any time So long as a Holder has Common Stock Registrable Securities, if the Company proposes to file (i) a Registration Statement (shelf registration statement other than a Registration Statement contemplated by Section 2.01(a)) on behalf of any other Person who has or has been granted registration rights related to an Underwritten Offering (the “Other Holder”), or (ii) a prospectus supplement to an effective shelf registration statement relating to the sale of shares equity securities of Common Stock by any Other Holders to an effective registration statement, so long as the Company is for its own account or that of another Person, or both, other than a WKSI at such time or, whether or not the Company is a WKSI, so long as the Common Share Registrable Securities were previously included in the underlying shelf Registration Statement or are included on an effective Registration Statement, or in any case in which contemplated by Section 2.01(a) and Holders may participate in such offering be included without the filing of a post-effective amendmentamendment thereto, or (iii) a registration statement, other than a shelf registration statement, in each case, for the sale of shares of Common Stock by Other Holders in an Underwritten Offering for its own account or that of another Person, or both, then promptly following the selection of the Managing Underwriter for such Underwritten Offering, then the Company shall give not less than four (4) Business Days’ notice (including, but not limited to, notification by electronic mail) (the “Piggyback Notice”) of such proposed Underwritten Offering to each Holder that, (together with its Affiliates, owns ) holding at least $15 million the Piggyback Threshold Amount of the then-outstanding Common Share Stock Registrable Securities (calculated based on the Common Stock Price) and such Piggyback Notice notice shall offer such Holder Holders the opportunity to include in such Underwritten Offering for Other Holders such number of Common Share Stock Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writing (a “Piggyback Registration”)writing; provided, however, that (A) the Company shall not be required to offer provide such opportunity (A) to any such Holders if the Holders, together with their Affiliates, do Holder that does not offer a minimum of $15 million of Common Share Registrable Securities, in the aggregate (determined by multiplying the number of Common Share Registrable Securities owned by the average of the closing price on the National Securities Exchange for the shares Piggyback Threshold Amount of Common Stock for Registrable Securities (based on the ten (10) trading days preceding the date of such noticeCommon Stock Price), or such lesser amount if it constitutes the remaining holdings of the Holder such Holder, and its Affiliates, or (B) to such Holders if and to the extent that the Company has been advised by the Managing Underwriter that the inclusion of Common Share Stock Registrable Securities for sale for the benefit of such the Holders will have an adverse effect on the price, timing or distribution of the shares of Common Stock in such the Underwritten Offering, then (x) if no Common Stock Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter, the Company shall not be required to offer such opportunity to the Holders, or (y) if any Common Stock Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter, then the amount of Common Share Stock Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.02(b). Each Piggyback Notice Any notice required to be provided in this Section 2.02(a) to Holders shall be provided to Holders on a Business Day pursuant to Section 3.01 and receipt of such notice shall be confirmed and kept confidential by the Holders until either (x) such proposed Underwritten Offering has been publicly announced by the Company or (y) the Holders have received notice from the Company that such proposed Underwritten Offering has been abandoned, which the Company shall provide to the Holders reasonably promptly after the final decision to abandon a proposed Underwritten Offering has been madeHolder. Each such Holder will shall then have four (4) five Business Days (or two (2) three Business Days in connection with any overnight or bought Underwritten Offering) after such Piggyback Notice notice has been delivered to request in writing to the Company the inclusion of Common Share Stock Registrable Securities in the Underwritten Offering for Other HoldersOffering. If no written request for inclusion from a Holder is received by the Company within the specified time or if a Holder states in its response to the Piggyback Notice that it declines the opportunity to include Registrable Securities in the Underwritten Offeringtime, each such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of the Company’s its intention to undertake an Underwritten Offering for Other Holders and prior to the pricing closing of such Underwritten Offering, the Company shall determine for any reason not to undertake or to delay such Underwritten Offering is terminated or delayed pursuant to the provisions of this AgreementOffering, the Company may, at its election, give written notice of such determination to the Selling Holders and, (1) in the case of a termination of determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, and (2) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities as part of such Underwritten Offering for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Common Share Stock Registrable Securities in such Underwritten Offering by giving written notice to the Company of such withdrawal at least one (1) Business Day or prior to the time of pricing of such Underwritten Offering. Any Holder may deliver written notice (a an “Piggyback Opt-Out Notice”) to the Company requesting that such Holder not receive notice from the Company of any proposed Underwritten Offering for Other HoldersOffering; provided, however, that such Holder may later revoke any such Piggyback Opt-Out Notice in writing. Following receipt of a Piggyback an Opt-Out Notice from a Holder (unless subsequently revoked), the Company shall not be required to deliver any notice to such Holder pursuant to this Section 2.02(a) and such Holder shall no longer be entitled to participate in Underwritten Offerings for Other Holders by the Company pursuant to this Section 2.02(a), unless such Piggyback Opt-Out Notice is revoked by such Holder. The Holders listed on Schedule B shall each be deemed to have delivered a Piggyback Opt-Out Notice as of the date hereof.

Participation. If at any time So long as a Holder has Registrable Securities, if the Company Partnership proposes to file (i) a Registration Statement (shelf registration statement other than a Registration Statement contemplated by Section 2.01(a)) on behalf of any other Person who has or has been granted registration rights related to an Underwritten Offering (the “Other Holder”), or (ii) a prospectus supplement relating to the sale of shares of Common Stock by any Other Holders to an effective shelf registration statement, so long as the Company is other than a WKSI at such time or, whether or not the Company is a WKSI, so long as the Common Share Registrable Securities were previously Registration Statement contemplated by Section 2.01(a) of this Agreement and Holders may be included in the underlying shelf Registration Statement or are included on an effective Registration Statement, or in any case in which Holders may participate in such offering Underwritten Offering without the filing of a post-effective amendmentamendment thereto, or (iii) a registration statement, other than a shelf registration statement, in each case, for the sale of shares of Common Stock by Other Holders Units in an Underwritten Offering for its own account or that of another Person, or both, then as soon as practicable following the selection of the Managing Underwriter for such Underwritten Offering, then the Company Partnership shall give not less than four (4) Business Days’ notice (including, but not limited to, notification by electronic mail) (the “Piggyback Notice”) of such proposed Underwritten Offering to each Holder that, (together with its Affiliates, owns ) holding at least $15 million the Piggyback Threshold Amount of the then-outstanding Common Share Unit Registrable Securities (calculated based on the Common Unit Price) and such Piggyback Notice notice shall offer such Holder Holders the opportunity to include in such Underwritten Offering for Other Holders such number of Common Share Unit Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writing (a “Piggyback Registration”)writing; provided, however, that (A) the Company Partnership shall not be required to offer provide such opportunity (A) to any such Holders if the Holders, together with their Affiliates, do Holder that does not offer a minimum of $15 million the Piggyback Threshold Amount of Common Share Registrable Securities, in the aggregate (determined by multiplying the number of Common Share Unit Registrable Securities owned by the average of the closing price (based on the National Securities Exchange for the shares of Common Stock for the ten (10) trading days preceding the date of such noticeUnit Price), or such lesser amount if it constitutes the remaining holdings of the Holder and its Affiliates, or (B) to such Holders if and to the extent that the Company Partnership has been advised by the Managing Underwriter that the inclusion of Common Share Unit Registrable Securities for sale for the benefit of such the Holders will have an adverse effect on the price, timing or distribution of the shares of Common Stock Units in such the Underwritten Offering, then (i) if no Common Unit Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter, the Partnership shall not be required to offer such opportunity to the Holders or (ii) if any Common Unit Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter, then the amount of Common Share Unit Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.02(b). Each Piggyback Notice Any notice required to be provided in this Section 2.02(a) to Holders shall be provided to Holders on a Business Day pursuant to Section 3.01 and receipt of such notice shall be confirmed and kept confidential by the Holders until either (x) such proposed Underwritten Offering has been publicly announced by the Company or (y) the Holders have received notice from the Company that such proposed Underwritten Offering has been abandoned, which the Company shall provide to the Holders reasonably promptly after the final decision to abandon a proposed Underwritten Offering has been madeHolder. Each such Holder will shall then have four (4) Business Days (or two (2) Business Days (or one (1) Business Day in connection with any overnight or bought Underwritten Offering) after such Piggyback Notice notice has been delivered to request in writing to the Company the inclusion of Common Share Unit Registrable Securities in the Underwritten Offering for Other HoldersOffering. If no written request for inclusion from a Holder is received by the Company within the specified time or if a Holder states in its response to the Piggyback Notice that it declines the opportunity to include Registrable Securities in the Underwritten Offeringtime, each such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of the Company’s its intention to undertake an Underwritten Offering for Other Holders and prior to the pricing closing of such Underwritten Offering, the Partnership shall determine for any reason not to undertake or to delay such Underwritten Offering is terminated or delayed pursuant to the provisions of this AgreementOffering, the Company Partnership may, at its election, give written notice of such determination to the Selling Holders and, (1x) in the case of a termination of determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, and (2y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities as part of such Underwritten Offering for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Common Share Unit Registrable Securities in such Underwritten Offering by giving written notice to the Company Partnership of such withdrawal at least one (1) Business Day or prior to the time of pricing of such Underwritten Offering. Any Holder may deliver written notice (a an “Piggyback Opt-Out Notice”) to the Company Partnership requesting that such Holder not receive notice from the Company Partnership of any proposed Underwritten Offering for Other HoldersOffering; provided, however, that such Holder may later revoke any such Piggyback Opt-Out Notice in writing. Following receipt of a Piggyback an Opt-Out Notice from a Holder (unless subsequently revoked), the Company Partnership shall not be required to deliver any notice to such Holder pursuant to this Section 2.02(a) and such Holder shall no longer be entitled to participate in Underwritten Offerings for Other Holders by the Partnership pursuant to this Section 2.02(a), unless such Piggyback Opt-Out Notice is revoked by such Holder. The Holders listed on Schedule B shall each be deemed to have delivered a Piggyback Opt-Out Notice as of the date hereof.

Participation. If at In the event the Registrable Securities may not be disposed of without restriction pursuant to any time section of Rule 144 (or any similar provision then in effect) under the Company Securities Act, if the Partnership proposes to file (i) a Registration Statement (shelf registration statement other than a the Registration Statement contemplated by Section 2.01(a)) on behalf of any other Person who has or has been granted registration rights related to an Underwritten Offering (the “Other Holder”), or (ii) a prospectus supplement relating to the sale of shares of Common Stock by any Other Holders to an effective shelf registration statement, so long as other than the Company is a WKSI at such time or, whether or not the Company is a WKSI, so long as the Common Share Registrable Securities were previously included in the underlying shelf Registration Statement or are included on an effective Registration Statement, or in any case in which contemplated by Section 2.01(a) of this Agreement and Holders may participate in such offering be included without the filing of a post-effective amendmentamendment thereto, or (iii) a registration statement, other than a shelf registration statement, in each case, for the sale of shares LP Units in an Underwritten Offering for its own account and/or another Person, then as soon as practicable following the engagement of Common Stock counsel by Other Holders the Partnership to prepare the documents to be used in connection with an Underwritten Offering, then the Company Partnership shall give not less than four (4) Business Days’ notice (including, but not limited to, notification by electronic mail) (the “Piggyback Notice”) of such proposed Underwritten Offering to each Holder that, (together with its Affiliates, owns ) holding at least $15 10.0 million of Common Share the then-outstanding Registrable Securities (based on the LP Unit Price) and such Piggyback Notice notice shall offer such Holder Holders the opportunity to include in such Underwritten Offering for Other Holders such number of Common Share Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writing (a “Piggyback Registration”)writing; provided, however, that the Company shall not be required to offer such opportunity (A) to such Holders if the Holders, together with their Affiliates, do not offer a minimum of $15 million of Common Share Registrable Securities, in the aggregate (determined by multiplying the number of Common Share Registrable Securities owned by the average of the closing price on the National Securities Exchange for the shares of Common Stock for the ten (10) trading days preceding the date of such notice), or such lesser amount if it constitutes the remaining holdings of the Holder and its Affiliates, or (B) to such Holders if and to the extent that the Company Partnership has been advised by the Managing Underwriter that the inclusion of Common Share Registrable Securities for sale for the benefit of such the Holders will have an adverse effect on the price, timing or distribution of the shares of Common Stock LP Units in such the Underwritten Offering, then (A) the Partnership shall not be required to offer such opportunity to the Holders or (B) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter, then the amount of Common Share Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.02(b). Each Piggyback Notice Any notice required to be provided in this Section 2.02(a) to Holders shall be provided to Holders on a Business Day pursuant to Section 3.01 hereof and receipt of such notice shall be confirmed and kept confidential by the Holders until either (x) such proposed Underwritten Offering has been publicly announced by the Company or (y) the Holders have received notice from the Company that such proposed Underwritten Offering has been abandoned, which the Company shall provide to the Holders reasonably promptly after the final decision to abandon a proposed Underwritten Offering has been madeHolder. Each such Holder will shall then have four (4) Business Days (or two (2) Business Days (or one (1) Business Day in connection with any overnight or bought Underwritten Offering) after such Piggyback Notice notice has been delivered to request in writing to the Company the inclusion of Common Share Registrable Securities in the Underwritten Offering for Other HoldersOffering. If no written request for inclusion from a Holder is received by the Company within the specified time or if a Holder states in its response to the Piggyback Notice that it declines the opportunity to include Registrable Securities in the Underwritten Offeringtime, each such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of the Company’s its intention to undertake an Underwritten Offering for Other Holders and prior to the pricing closing of such Underwritten Offering, the Partnership shall determine for any reason not to undertake or to delay such Underwritten Offering is terminated or delayed pursuant to the provisions of this AgreementOffering, the Company Partnership may, at its election, give written notice of such determination to the Selling Holders and, (1x) in the case of a termination of determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, and (2y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Common Share Registrable Securities in such Underwritten Offering by giving written notice to the Company Partnership of such withdrawal at least one (1) Business Day or prior to the time of pricing of such Underwritten Offering. Any Holder may deliver written notice (a an “Piggyback Opt-Out Notice”) to the Company Partnership requesting that such Holder not receive notice from the Company Partnership of any proposed Underwritten Offering for Other HoldersOffering; provided, however, that such Holder may later revoke any such Piggyback Opt-Out Notice in writing. Following receipt of a Piggyback an Opt-Out Notice from a Holder (unless subsequently revoked), the Company Partnership shall not be required to deliver any notice to such Holder pursuant to this Section 2.02(a) and such Holder shall no longer be entitled to participate in Underwritten Offerings for Other Holders by the Partnership pursuant to this Section 2.02(a), unless such Piggyback Opt-Out Notice is revoked by such Holder. The Holders listed indicated on Schedule B A hereto shall each be deemed to have delivered a Piggyback an Opt-Out Notice as of the date hereof.

Participation. If So long as a Unitholder has Registrable Securities, if at any time the Company proposes to file (i) a Registration Statement (other than registration statement and such Unitholder has not previously included its Registrable Securities in a Registration Statement contemplated by Section 2.01(a)2.1(a) on behalf of any other Person who has or has been granted registration rights related to an Underwritten Offering (the “Other Holder”)this Agreement that is currently effective, or (ii) a prospectus supplement relating to the sale of shares of Common Stock by any Other Holders to an effective registration statement, statement so long as the Company is a WKSI at such time or, whether or not the Company is a WKSI, so long as the Common Share Registrable Securities were previously are included in the underlying shelf Registration Statement or are included on an effective Registration Statement, or in any case in which Holders Unitholders may participate in such offering without the filing of a post-effective amendment, in each case, for the sale of shares of EnLink Midstream Common Stock by Other Holders Units in an Underwritten Offeringunderwritten offering for its own account and/or another Person, other than (a) a registration relating solely to employee benefit plans, (b) a registration relating solely to a Rule 145 transaction, or (c) a registration statement on any registration form which does not permit secondary sales, then as soon as reasonably practicable following the engagement of counsel by the Company to prepare the documents to be used in connection with an underwritten offering, the Company shall give not less than four (4) Business Days’ notice (including, but not which may be limited to, to notification by electronic mail) (the “Piggyback Notice”) of such proposed Underwritten Offering underwritten offering to each Holder that, Unitholder (together with its Affiliates, owns ) holding at least $15 million of Common Share the then-outstanding Registrable Securities (calculated based on the volume-weighted average trading price of the EnLink Midstream Common Units for the 20 Business Days prior to the date of such notice) and such Piggyback Notice notice shall offer such Holder Unitholders the opportunity to include in such Underwritten Offering for Other Holders underwritten offering such number of Common Share Registrable Securities (the “Included Registrable Securities”) as each such Holder Unitholder may request in writing (a “Piggyback Registration”)writing; provided, however, that (A) the Company shall not be required to offer provide such opportunity (A) unless the Unitholders propose to such Holders if the Holders, together with their Affiliates, do not offer a minimum of $15 million of Common Share Registrable Securitiesoffer, in the aggregate (determined by multiplying the number aggregate, at least $50 million of Common Share Registrable Securities owned by (calculated based on the volume-weighted average trading price of the closing price on the National Securities Exchange EnLink Midstream Common Units for the shares of Common Stock for the ten (10) trading days preceding 20 Business Days prior to the date of such notice), or such lesser amount if it constitutes the remaining holdings of the Holder and its Affiliates, or (B) to such Holders if and to the extent that the Company has been advised by the Managing managing Underwriter or Underwriters for such underwritten offering that the inclusion of Common Share Registrable Securities for sale for the benefit of such Holders the Unitholders will have an adverse effect on the price, timing or distribution of the shares EnLink Midstream Common Units in the underwritten offering, then (1) if no Registrable Securities can be included in the underwritten offering in the opinion of Common Stock the managing Underwriter or Underwriters, the Company shall not be required to offer such opportunity to the Unitholders or (2) if any Registrable Securities can be included in such Underwritten Offeringthe underwritten offering in the opinion of the managing Underwriter or Underwriters, then the amount of Common Share Registrable Securities to be offered for the accounts of Holders Unitholders shall be determined based on in accordance with the provisions of Section 2.02(b2.1(d)(ii). Each Piggyback Notice Any notice required to be provided in this Section 2.2(a) to Unitholders shall be provided to Holders on a Business Day pursuant to Section 3.01 4.1 hereof and receipt of such notice shall be confirmed and kept confidential by the Holders until either (x) such proposed Underwritten Offering has been publicly announced by the Company or (y) the Holders have received notice from the Company that such proposed Underwritten Offering has been abandoned, which the Company shall provide to the Holders reasonably promptly after the final decision to abandon a proposed Underwritten Offering has been madeUnitholder. Each such Holder will Unitholder shall then have four (4) Business Days (or two (2) Business Days (or one (1) Business Day in connection with any overnight or bought Underwritten Offeringunderwritten offering) after such Piggyback Notice notice has been delivered to request in writing to the Company the inclusion of Common Share Registrable Securities in the Underwritten Offering for Other Holdersunderwritten offering. If no written request for inclusion from a Holder Unitholder is received by the Company within the specified time or if a Holder states in its response to the Piggyback Notice that it declines the opportunity to include Registrable Securities in the Underwritten Offeringtime, each such Holder Unitholder shall have no further right to participate in such Underwritten Offeringunderwritten offering. If, at any time after giving written notice of the Company’s its intention to undertake an Underwritten Offering for Other Holders underwritten offering and prior to the pricing closing of such Underwritten Offeringunderwritten offering, the Company shall determine for any reason not to undertake or to delay such Underwritten Offering is terminated or delayed pursuant to the provisions of this Agreementunderwritten offering, the Company may, at its election, give written notice of such determination to the Selling Holders Unitholders and, (1x) in the case of a termination of determination not to undertake such Underwritten Offeringunderwritten offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offeringunderwritten offering, and (2y) in the case of a determination to delay such Underwritten Offeringunderwritten offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the Underwritten Offeringunderwritten offering. Any Selling Holder Unitholder shall have the right to withdraw such Selling HolderUnitholder’s request for inclusion of such Selling HolderUnitholder’s Common Share Registrable Securities in such Underwritten Offering underwritten offering by giving written notice to the Company of such withdrawal at least one (1) Business Day or prior to the time of pricing of such Underwritten Offeringunderwritten offering. Any Holder Unitholder participating in an Underwriting Offering pursuant to this Section 2.2 shall be a “Participating Unitholder” for the purposes of this Agreement. Any Unitholder may deliver written notice (a an “Piggyback Opt-Out Notice”) to the Company requesting that such Holder Unitholder not receive notice from the Company of any proposed Underwritten Offering for Other Holdersunderwritten offering; provided, however, that such Holder Unitholder may later revoke any such Piggyback Opt-Out Notice in writing. Following receipt of a Piggyback an Opt-Out Notice from a Holder Unitholder (unless subsequently revoked), the Company shall not be required to deliver any notice to such Holder Unitholder pursuant to this Section 2.02(a2.2(a) and such Holder Unitholder shall no longer be entitled to participate in Underwritten Offerings for Other Holders underwritten offerings by the Company pursuant to this Section 2.02(a), unless such Piggyback Opt-Out Notice is revoked by such Holder. The Holders listed on Schedule B shall each be deemed to have delivered a Piggyback Opt-Out Notice as of the date hereof2.2.

Participation. If at any time If, the Company proposes to file (i) a Registration Statement (shelf registration statement other than a Registration Statement the registration statements contemplated by Section 2.01(a)Sections 4.01(a) on behalf of any other Person who has or has been granted registration rights related to an Underwritten Offering (the “Other Holder”and 4.01(b), or (ii) a prospectus supplement relating to the sale of shares of Common Stock by any Other Holders to an effective shelf registration statement, so long as other than the Company is a WKSI at such time or, whether or not the Company is a WKSI, so long as the Common Share Registrable Securities were previously included in the underlying shelf Registration Statement or are included on an effective Registration Statement, or in any case in which registration statements contemplated by Sections 4.01(a) and 4.01(b) of this Agreement and Holders may participate in such offering be included without the filing of a post-effective amendmentamendment thereto, or (iii) a registration statement, other than a shelf registration statement, in each case, for the sale of shares of Common Stock in an Underwritten Offering for its own account or for the account of another stockholder of the Company, then as soon as practicable following the engagement of counsel by Other Holders the Company to prepare the documents to be used in connection with an Underwritten Offering, then the Company shall give not less than four (4) Business Days’ notice (including, but not limited to, notification by electronic mail) (the “Piggyback Notice”) of such proposed Underwritten Offering to each Holder that, (together with its Affiliates, owns ) holding at least $15 5.0 million of Common Share the then-outstanding Registrable Securities (based on the VWAP Price) and such Piggyback Notice notice shall offer such Holder Holders the opportunity to include in such Underwritten Offering for Other Holders such number of Common Share Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writing (a “Piggyback Registration”)writing; provided, however, that the Company shall not be required to offer such opportunity (A) to such Holders if the Holders, together with their Affiliates, do not offer a minimum of $15 million of Common Share Registrable Securities, in the aggregate (determined by multiplying the number of Common Share Registrable Securities owned by the average of the closing price on the National Securities Exchange for the shares of Common Stock for the ten (10) trading days preceding the date of such notice), or such lesser amount if it constitutes the remaining holdings of the Holder and its Affiliates, or (B) to such Holders if and to the extent that the Company has been advised by the Managing Underwriter that the inclusion of Common Share such Registrable Securities for sale for the benefit of such the Holders will have an adverse effect on the price, timing or distribution of the shares of Common Stock in such the Underwritten Offering, then (A) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter, the Company shall not be required to offer such opportunity to the Holders or (B) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter, then the amount of Common Share Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.02(b4.02(b). Each Piggyback Notice Any notice required to be provided in this Section 4.02(a) to Holders shall be provided to Holders on a Business Day pursuant to Section 3.01 5.01 hereof and receipt of such notice shall be confirmed and kept confidential by the Holders until either (x) such proposed Underwritten Offering has been publicly announced by the Company or (y) the Holders have received notice from the Company that such proposed Underwritten Offering has been abandoned, which the Company shall provide to the Holders reasonably promptly after the final decision to abandon a proposed Underwritten Offering has been madeHolder. Each such Holder will shall then have four five (45) Business Days (or two one (21) Business Days Day in connection with any overnight or bought Underwritten Offering) after such Piggyback Notice notice has been delivered to request in writing to the Company the inclusion of Common Share Registrable Securities in the Underwritten Offering for Other HoldersOffering. If no written request for inclusion from a Holder is received by the Company within the specified time or if a Holder states in its response to the Piggyback Notice that it declines the opportunity to include Registrable Securities in the Underwritten Offeringtime, each such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of the Company’s its intention to undertake an Underwritten Offering for Other Holders and prior to the pricing closing of such Underwritten Offering, the Company shall determine for any reason not to undertake or to delay such Underwritten Offering is terminated or delayed pursuant to the provisions of this AgreementOffering, the Company may, at its election, give written notice of such determination to the Selling Holders and, (1x) in the case of a termination of determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, and (2y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Common Share Registrable Securities in such Underwritten Offering by giving written notice to the Company of such withdrawal at least one (1) Business Day or prior to the time of pricing of such Underwritten Offering. Any Holder may deliver written notice (a an “Piggyback Opt-Out Notice”) to the Company requesting that such Holder not receive notice from the Company of any proposed Underwritten Offering for Other HoldersOffering; provided, however, that such Holder may later revoke any such Piggyback Opt-Out Notice in writing. Following receipt of a Piggyback an Opt-Out Notice from a Holder (unless subsequently revoked), the Company shall not be required to deliver any notice to such Holder pursuant to this Section 2.02(a4.02(a) and such Holder shall no longer be entitled to participate in Underwritten Offerings for Other Holders by the Company pursuant to this Section 2.02(a4.02(a), unless such Piggyback Opt-Out Notice is revoked by such Holder. The Holders listed on Schedule B shall each be deemed to have delivered a Piggyback Opt-Out Notice as of the date hereof.

Participation. If at any time So long as a Holder holds Registrable Securities, if the Company Partnership proposes to file (i) a Registration Statement (shelf registration statement other than a Registration Statement contemplated by Section 2.01(a)) on behalf of any other Person who has or has been granted registration rights related to an Underwritten Offering (the “Other Holder”), or (ii) a prospectus supplement relating to the sale of shares of Common Stock by any Other Holders to an effective shelf registration statement, so long as the Company is other than a WKSI at such time or, whether or not the Company is a WKSI, so long as the Common Share Registrable Securities were previously included in the underlying shelf Registration Statement or are included on an effective Registration Statementcontemplated by Section 2.01(a), or in any case in which Holders may participate in such offering without the filing of (iii) a post-effective amendmentregistration statement, other than a shelf registration statement, in each case, for the sale of shares of Common Stock by Other Holders Units in an Underwritten OfferingOffering for its own account or that of another Person, or both, and Holders may be included in such Underwritten Offering without the filing of a post-effective amendment thereto, then the Company Partnership shall give not less than four (4) three Business Days’ notice (including, but not limited to, notification by electronic mail) (the “Piggyback Notice”) of such proposed Underwritten Offering to each Holder that, (together with its Affiliates, owns at least ) owning more than $15 10 million of Common Share Registrable Securities Securities, calculated on the basis of the Purchased Unit Price (the “Tag-Along Holders”), and such Piggyback Notice shall offer such Tag-Along Holder the opportunity to include in such Underwritten Offering for Other Holders such number of Common Share Registrable Securities (the “Included Registrable Securities”) as such Tag-Along Holder may request in writing (a “Piggyback Registration”); provided, however, that the Company Partnership shall not be required to offer such opportunity (A) to such Tag-Along Holders if the Tag-Along Holders, together with their Affiliates, do not offer a minimum of $15 10 million of Common Share Registrable Securities, in the aggregate (determined by multiplying the number of Common Share Registrable Securities owned by the average of the closing price on the National Securities Exchange NYSE for the shares of Common Stock Units for the ten (10) trading days preceding the date of such notice), or such lesser amount if it constitutes the remaining holdings of the Holder and its Affiliates, or (B) to such Tag-Along Holders if and to the extent that the Company Partnership has been advised in writing by the Managing Underwriter that the inclusion of Common Share Registrable Securities for sale for the benefit of such Tag-Along Holders will have an adverse effect on the price, timing or distribution of the shares of Common Stock Units in such Underwritten Offering, then the amount of Common Share Registrable Securities to be offered for the accounts of Tag-Along Holders shall be determined based on the provisions of Section 2.02(b). Each Piggyback Notice shall be provided to Tag-Along Holders on a Business Day pursuant to Section 3.01 and receipt of such notice shall be confirmed and kept confidential by the Tag-Along Holders until either (x) such proposed Underwritten Offering has been is (x) publicly announced by the Company or (y) the Holders have such Tag-Along Holder received notice from the Company that such proposed Underwritten Offering has been abandoned, which such abandonment notice shall be provided promptly by the Company shall provide Partnership to each Tag-Along Holder but no later than 14 days after delivery of the Holders reasonably promptly after the final decision Piggyback Notice to abandon a proposed Underwritten Offering has been madeTag-Along Holders. Each such Tag-Along Holder will have four (4) two Business Days (or two (2) one Business Days Day in connection with any overnight or bought Underwritten Offering) after such Piggyback Notice has been delivered to request in writing to the Company the inclusion of Common Share Registrable Securities in the Underwritten Offering for Other HoldersOffering. If no request for inclusion from a Tag-Along Holder is received by the Company within the specified time or if a Holder states in its response to the Piggyback Notice that it declines the opportunity to include Registrable Securities in the Underwritten Offeringtime, such Tag-Along Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of the Company’s its intention to undertake an Underwritten Offering for Other Holders and prior to the pricing closing of such Underwritten Offering, the Partnership shall determine for any reason not to undertake or to delay such Underwritten Offering is terminated or delayed pursuant to the provisions of this AgreementOffering, the Company Partnership may, at its election, give written notice of such determination to the Selling Holders and, (1) in the case of a termination of determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, and (2) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Common Share Registrable Securities in such Underwritten Offering by giving written notice to the Company Partnership of such withdrawal at least one (1) Business Day prior to the time of pricing of such Underwritten Offering. Any Holder may deliver written notice (a “Piggyback Opt-Out Notice”) to the Company Partnership requesting that such Holder not receive notice from the Company Partnership of any proposed Underwritten Offering for Other HoldersOffering; provided, however, that such Holder may later revoke any such Piggyback Opt-Out Notice in writing. Following receipt of a Piggyback Opt-Out Notice from a Holder (unless subsequently revoked), the Company Partnership shall not be required to deliver any notice to such Holder pursuant to this Section 2.02(a) and such Holder shall no longer be entitled to participate in Underwritten Offerings for Other Holders pursuant to this Section 2.02(a), unless such Piggyback Opt-Out Notice is revoked by such Holder. The Holders listed on Schedule B shall each be deemed to have delivered a Piggyback Opt-Out Notice as of the date hereof.

Participation. If at any time the Company Partnership proposes to file (i) a Registration Statement (shelf registration statement other than a the Registration Statement contemplated by Section 2.01(a)) on behalf of any other Person who has or has been granted registration rights related to an Underwritten Offering (the “Other Holder”), or (ii) a prospectus supplement relating to the sale of shares of Common Stock by any Other Holders to an effective shelf registration statement, so long as other than the Company is a WKSI at such time or, whether or not the Company is a WKSI, so long as the Common Share Registrable Securities were previously included in the underlying shelf Registration Statement or are included on an effective Registration Statementcontemplated by Section 2.01(a), or in any case in which and Holders may participate in such offering be included without the filing of a post-effective amendmentamendment thereto, or (iii) a registration statement, other than a shelf registration statement, in each case, for the sale of shares Common Units in an Underwritten Offering for its own account and/or another Person, then as soon as practicable following the engagement of Common Stock counsel by Other Holders the Partnership to prepare the documents to be used in connection with an Underwritten Offering, then the Company Partnership shall give not less than four (4) Business Days’ notice (including, but not limited to, notification by electronic mail) (the “Piggyback Notice”) of such proposed Underwritten Offering to each Holder that, (together with its Affiliates, owns ) holding at least $15 25.0 million of Common Share the then-outstanding Registrable Securities (calculated based on the Common Unit Price) (the “Threshold Amount”) and such Piggyback Notice notice shall offer such Holder Holders the opportunity to include in such Underwritten Offering for Other Holders such number of Common Share Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writing (a “Piggyback Registration”)writing; provided, however, that the Company shall not be required to offer such opportunity (A) to such Holders if the Holders, together with their Affiliates, do not offer a minimum of $15 million of Common Share Registrable Securities, in the aggregate (determined by multiplying the number of Common Share Registrable Securities owned by the average of the closing price on the National Securities Exchange for the shares of Common Stock for the ten (10) trading days preceding the date of such notice), or such lesser amount if it constitutes the remaining holdings of the Holder and its Affiliates, or (B) to such Holders if and to the extent that the Company Partnership has been advised by the Managing Underwriter that the inclusion of Common Share Registrable Securities for sale for the benefit of such the Holders will have an adverse effect on the price, timing or distribution of the shares of Common Stock Units in such the Underwritten Offering, then (A) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter, the Partnership shall not be required to offer such opportunity to the Holders or (B) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter, then the amount of Common Share Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.02(b). Each Piggyback Notice Any notice required to be provided in this Section 2.02(a) to Holders shall be provided to Holders on a Business Day pursuant to Section 3.01 hereof and receipt of such notice shall be confirmed and kept confidential by the Holders Holder until either (x) such proposed Underwritten Offering has been is (i) publicly announced by the Company or (yii) the Holders have received such Holder receives notice from the Company that such proposed Underwritten Offering has been abandoned, which such notice shall be provided promptly by the Company shall provide Partnership to the Holders reasonably promptly after the final decision to abandon a proposed Underwritten Offering has been madeeach Holder. Each such Holder will shall then have four (4) Business Days (or two (2) Business Days (or one (1) Business Day in connection with any overnight or bought deal Underwritten Offering) after such Piggyback Notice notice has been delivered to request in writing to the Company the inclusion of Common Share Registrable Securities in the Underwritten Offering for Other HoldersOffering. If no written request for inclusion from a Holder is received by the Company within the specified time or if a Holder states in its response to the Piggyback Notice that it declines the opportunity to include Registrable Securities in the Underwritten Offeringtime, each such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of the Company’s its intention to undertake an Underwritten Offering for Other Holders and prior to the pricing closing of such Underwritten Offering, the Partnership shall determine for any reason not to undertake or to delay such Underwritten Offering is terminated or delayed pursuant to the provisions of this AgreementOffering, the Company Partnership may, at its election, give written notice of such determination to the Selling Holders and, (1x) in the case of a termination of determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, and (2y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities as part of such Underwritten Offering for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Common Share Registrable Securities in such Underwritten Offering by giving written notice to the Company Partnership of such withdrawal at least one (1) Business Day or prior to the time of pricing of such Underwritten Offering. Any Holder may deliver written notice (a an “Piggyback Opt-Out Notice”) to the Company Partnership requesting that such Holder not receive notice from the Company Partnership of any proposed Underwritten Offering for Other HoldersOffering; provided, however, that such Holder may later revoke any such Piggyback Opt-Out Notice in writing. Following receipt of a Piggyback an Opt-Out Notice from a Holder (unless subsequently revoked), the Company Partnership shall not be required to deliver any notice to such Holder pursuant to this Section 2.02(a) and such Holder shall no longer be entitled to participate in Underwritten Offerings for Other Holders by the Partnership pursuant to this Section 2.02(a), unless such Piggyback Opt-Out Notice is revoked by such Holder. The Holders listed indicated on Schedule B A hereto as having opted out shall each be deemed to have delivered a Piggyback an Opt-Out Notice as of the date hereof.

Participation. If at any time the Company proposes to file (i) a Registration Statement (other than a Registration Statement contemplated by Section 2.01(a)) on its own behalf relating to the sale of Common Stock or on behalf of any other Person Persons who has have or has have been granted registration rights related to an Underwritten Offering (the “Other HolderHolders”), ) or (ii) a prospectus supplement relating to the sale of shares of Common Stock by the Company or any Other Holders to an effective “automatic” registration statement, so long as the Company is a WKSI at such time or, whether or not the Company is a WKSI, so long as the Common Share Registrable Securities were previously included in the underlying shelf Registration Statement or are included on an effective Registration Statement, or in any case in which Holders may participate in such offering without the filing of a post-effective amendment, in the case of each caseof clause (i) and (ii), for the sale of shares of Common Stock by the Company or Other Holders in an Underwritten OfferingOffering (including an Underwritten Offering undertaken pursuant to Section 2.03), then the Company shall give not less than four (4) Business Days’ notice (or two (2) Business Days in connection with any overnight or bought Underwritten Offering) (including, but not limited to, notification by electronic mail) (the “Piggyback Notice”) of such proposed Underwritten Offering to Stonepeak Purchasers and their respective Affiliates and to each other Holder that, (together with its Affiliates, owns at least ) owning more than $15 25 million of Common Share Stock (determined by multiplying the number of Registrable Securities owned by the Purchased Common Stock Price), and such Piggyback Notice shall offer such Holder the opportunity to include in such Underwritten Offering for Other Holders such number of Common Share Registrable Securities (the “Included Registrable Securities”) as such Holder may request in writing (a “Piggyback Registration”); provided, however, that the Company shall not be required to offer such opportunity (A) to any such Holders (other than any Stonepeak Purchaser and any of such Stonepeak Purchaser’s respective Affiliates) if the such Holders, together with their Affiliates, do not offer a minimum of $15 10 million of Common Share Registrable Securities, Securities in the aggregate (determined by multiplying the number of Common Share Registrable Securities owned by the average of the closing price on the National Securities Exchange for the shares of Purchased Common Stock for the ten (10) trading days preceding the date of such noticePrice), or such lesser amount if it constitutes the remaining holdings of the Holder and its Affiliates, or (B) to such any Holders if and to the extent that the Company has been advised by the Managing Underwriter Underwriter, acting in good faith, that the inclusion of Common Share Registrable Securities for sale for the benefit of such Holders will have an adverse effect on the price, timing or distribution of the shares of Common Stock in such Underwritten Offering, then in which case the amount of Common Share Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.02(b). Each Piggyback Notice shall be provided to Holders on a Business Day pursuant to Section 3.01 and receipt 3.01. If practical in the context of such notice shall be confirmed and kept confidential by the Holders until either (x) such proposed Underwritten Offering has been publicly announced by the Company or (y) the Holders have received notice from the Company that such proposed Underwritten Offering has been abandonedcontemplated offering, which the Company shall use reasonable efforts to increase the length of the Piggyback Notice to provide more time for the applicable Holders to the Holders reasonably promptly after the final make an election to participate; provided, however, that any decision to abandon a proposed Underwritten Offering has been madeincrease the length of the Piggyback Notice for longer than two Business Days shall be in the sole discretion of the Company. Each such Holder will have four (4) Business Days (or two (2) Business Days in connection with any overnight or bought Underwritten Offering) after such Piggyback Notice has been delivered to request in writing to the Company the inclusion of Common Share Registrable Securities in the Underwritten Offering for Other Holders. If no request for inclusion from a Holder is received by the Company within the specified time or if a Holder states in its response to the Piggyback Notice that it declines the opportunity to include Registrable Securities in the Underwritten Offering, such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of the Company’s intention to undertake an Underwritten Offering for Other Holders and prior to the pricing of such Underwritten Offering, such Underwritten Offering is terminated or delayed pursuant to the provisions of this Agreement, the Company may, at its election, give written notice of such determination to the Selling Holders and, (1) in the case of a termination of such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, and (2) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Common Share Registrable Securities in such Underwritten Offering by giving written notice to the Company of such withdrawal at least one (1) Business Day prior to the time of pricing of such Underwritten Offering. Any Holder may deliver written notice (a “Piggyback Opt-Out Notice”) to the Company requesting that such Holder not receive notice from the Company of any proposed Underwritten Offering for Other Holders; provided, however, that such Holder may later revoke any such Piggyback Opt-Out Notice in writing. Following receipt of a Piggyback Opt-Out Notice from a Holder (unless subsequently revoked), the Company shall not be required to deliver any notice to such Holder pursuant to this Section 2.02(a) and such Holder shall no longer be entitled to participate in Underwritten Offerings for Other Holders pursuant to this Section 2.02(a), unless such Piggyback Opt-Out Notice is revoked by such Holder. The Holders listed on Schedule B shall each be deemed to have delivered a Piggyback Opt-Out Notice as of the date hereof.or

Participation. If at any time the Company Partnership proposes to file during the Effectiveness Period (i) a Registration Statement (shelf registration statement other than a Shelf Registration Statement contemplated by Section 2.01(a)) on behalf of any other Person who has or has been granted registration rights related to an Underwritten Offering (the “Other Holder”), or (ii) a prospectus supplement relating to the sale of shares of Common Stock by any Other Holders to an effective shelf registration statement, so long as the Company is other than a WKSI at such time or, whether or not the Company is a WKSI, so long as the Common Share Registrable Securities were previously Shelf Registration Statement contemplated by Section 2.01(a) and Holders may be included in the underlying shelf Registration Statement or are included on an effective Registration Statement, or in any case in which Holders may participate in such offering Underwritten Offering without the filing of a post-effective amendmentamendment thereto, or (iii) a registration statement, other than a shelf registration statement, in each case, for the sale of shares of Common Stock by Other Holders Units in an Underwritten Offering for its own account or that of another Person, or both, then as soon as practicable following the selection of the Managing Underwriter for such Underwritten Offering, then the Company Partnership shall give not less than four (4) Business Days’ notice (including, but not limited to, notification by electronic mail) (the “Piggyback Notice”) of such proposed Underwritten Offering to each Holder that, (together with its Affiliates, owns ) holding at least $15 million the Piggyback Threshold Amount of Common Share the then-outstanding Registrable Securities (calculated based on the Common Unit Price) and such Piggyback Notice notice shall offer such Holder Holders the opportunity to include in such Underwritten Offering for Other Holders such number of Common Share Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writing (a “Piggyback Registration”)writing; provided, however, that (A) the Company Partnership shall not be required to offer provide such opportunity (A) to any such Holders if the Holders, together with their Affiliates, do Holder that does not offer a minimum of $15 million the Piggyback Threshold Amount of Common Share Registrable Securities, in the aggregate (determined by multiplying the number of Common Share Registrable Securities owned by the average of the closing price (based on the National Securities Exchange for the shares of Common Stock for the ten (10) trading days preceding the date of such noticeUnit Price), or such lesser amount if it constitutes the remaining holdings of the Holder and its Affiliates, or (B) to such Holders if and to the extent that the Company Partnership has been advised by the Managing Underwriter that the inclusion of Common Share Registrable Securities for sale for the benefit of such the Holders will have an adverse effect on the amount, price, timing or distribution of the shares of Common Stock Units in such the Underwritten Offering, then (i) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter, the Partnership shall not be required to offer such opportunity to the Holders or (ii) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter, then the amount of Common Share Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.02(b). Each Piggyback Notice Any notice required to be provided pursuant to this Section 2.02(a) to Holders shall be provided to Holders on a Business Day pursuant to Section 3.01 and receipt of such notice shall be confirmed and kept confidential by the Holders until either (x) such proposed Underwritten Offering has been publicly announced by the Company or (y) the Holders have received notice from the Company that such proposed Underwritten Offering has been abandoned, which the Company shall provide to the Holders reasonably promptly after the final decision to abandon a proposed Underwritten Offering has been madeHolder. Each such Holder will shall then have four (4) Business Days (or two (2) Business Days (or one (1) Business Day in connection with any overnight or bought Underwritten Offering) after such Piggyback Notice notice has been delivered to request in writing to the Company the inclusion of Common Share Registrable Securities in the Underwritten Offering for Other HoldersOffering. If no written request for inclusion from a Holder is received by the Company within the specified time or if a Holder states in its response to the Piggyback Notice that it declines the opportunity to include Registrable Securities in the Underwritten Offeringtime, each such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of the Company’s its intention to undertake an Underwritten Offering for Other Holders and prior to the pricing closing of such Underwritten Offering, the Partnership shall determine for any reason not to undertake or to delay such Underwritten Offering is terminated or delayed pursuant to the provisions of this AgreementOffering, the Company Partnership may, at its election, give written notice of such determination to the Selling Holders and, (1x) in the case of a termination of determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, and (2y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities as part of such Underwritten Offering for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Common Share Registrable Securities in such Underwritten Offering by giving written notice to the Company Partnership of such withdrawal at least one (1) Business Day or prior to the time of pricing of such Underwritten Offering. Any Holder may deliver written notice (a an “Piggyback Opt-Out Notice”) to the Company Partnership requesting that such Holder not receive notice from the Company Partnership of any proposed Underwritten Offering for Other HoldersOffering; provided, however, that such Holder may later revoke any such Piggyback Opt-Out Notice in writing. Following receipt of a Piggyback an Opt-Out Notice from a Holder (unless subsequently revoked), the Company Partnership shall not be required to deliver any notice to such Holder pursuant to this Section 2.02(a) and such Holder shall no longer be entitled to participate in Underwritten Offerings for Other Holders by the Partnership pursuant to this Section 2.02(a). Notwithstanding anything in this Agreement to the contrary, unless such Piggyback Opt-Out Notice is revoked Holders under this Agreement shall not be entitled to participate in a demand registration or a “shelf takedown” with respect to the Existing Registration Rights Agreements in connection with registrations or offerings by such Holder. The Holders listed on Schedule B shall each be deemed to have delivered a Piggyback Opt-Out Notice as “Holders” under either of the date hereofExisting Registration Rights Agreements or the registration statements, prospectuses and prospectus supplements filed in connection therewith.

Participation. If at any time the Company Partnership proposes to file (i) a Registration Statement (other than a Registration Statement contemplated by Section 2.01(a)) on behalf of any other Person who has or has been granted registration rights related to an Underwritten Offering (the “Other Holder”), or (ii) a prospectus supplement relating to the sale of shares of Common Stock Units by any Other Holders to an effective registration statement, so long as the Company Partnership is a WKSI at such time or, whether or not the Company Partnership is a WKSI, so long as the Common Share Unit Registrable Securities were previously included in the underlying shelf Registration Statement or are included on an effective Registration Statement, or in any case in which Holders may participate in such offering without the filing of a post-effective amendment, in each case, for the sale of shares of Common Stock Units by Other Holders in an Underwritten Offering, then the Company Partnership shall give not less than four (4) Business Days’ notice (including, but not limited to, notification by electronic mail) (the “Piggyback Notice”) of such proposed Underwritten Offering to each Holder that, together with its Affiliates, owns at least $15 25 million of Common Share Unit Registrable Securities and such Piggyback Notice shall offer such Holder the opportunity to include in such Underwritten Offering for Other Holders such number of Common Share Unit Registrable Securities (the “Included Registrable Securities”) as such Holder may request in writing (a “Piggyback Registration”); provided, however, that the Company Partnership shall not be required to offer such opportunity (A) to such Holders if the Holders, together with their Affiliates, do not offer a minimum of $15 25 million of Common Share Unit Registrable Securities, in the aggregate (determined by multiplying the number of Common Share Unit Registrable Securities owned by the average of the closing price on the National Securities Exchange for the shares of Common Stock Units for the ten (10) 10 trading days preceding the date of such notice), or such lesser amount if it constitutes the remaining holdings of the Holder and its Affiliates, or (B) to such Holders if and to the extent that the Company Partnership has been advised by the Managing Underwriter that the inclusion of Common Share Unit Registrable Securities for sale for the benefit of such Holders will have an adverse effect on the price, timing or distribution of the shares of Common Stock Units in such Underwritten Offering, then the amount of Common Share Unit Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.02(b). Each Piggyback Notice shall be provided to Holders on a Business Day pursuant to Section 3.01 and receipt of such notice shall be confirmed and kept confidential by the Holders until either (x) such proposed Underwritten Offering has been publicly announced by the Company Partnership or (y) the Holders have received notice from the Company Partnership that such proposed Underwritten Offering has been abandoned, which the Company Partnership shall provide to the Holders reasonably promptly after the final decision to abandon a proposed Underwritten Offering has been made. Each such Holder will have four (4) Business Days (or two (2) Business Days in connection with any overnight or bought Underwritten Offering) after such Piggyback Notice has been delivered to request in writing to the Company Partnership the inclusion of Common Share Unit Registrable Securities in the Underwritten Offering for Other Holders. If no request for inclusion from a Holder is received by the Company Partnership within the specified time or if a Holder states in its response to the Piggyback Notice that it declines the opportunity to include Registrable Securities in the Underwritten Offering, such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of the CompanyPartnership’s intention to undertake an Underwritten Offering for Other Holders and prior to the pricing of such Underwritten Offering, such Underwritten Offering is terminated or delayed pursuant to the provisions of this Agreement, the Company Partnership may, at its election, give written notice of such determination to the Selling Holders and, (1) in the case of a termination of such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, and (2) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Common Share Unit Registrable Securities in such Underwritten Offering by giving written notice to the Company Partnership of such withdrawal at least one (1) Business Day prior to the time of pricing of such Underwritten Offering. Any Holder may deliver written notice (a “Piggyback Opt-Out Notice”) to the Company Partnership requesting that such Holder not receive notice from the Company Partnership of any proposed Underwritten Offering for Other Holders; provided, however, that such Holder may later revoke any such Piggyback Opt-Out Notice in writing. Following receipt of a Piggyback Opt-Out Notice from a Holder (unless subsequently revoked), the Company Partnership shall not be required to deliver any notice to such Holder pursuant to this Section 2.02(a) and such Holder shall no longer be entitled to participate in Underwritten Offerings for Other Holders pursuant to this Section 2.02(a), unless such Piggyback Opt-Out Notice is revoked by such Holder. The Holders listed on Schedule B shall each be deemed to have delivered a Piggyback Opt-Out Notice as of the date hereof.

Participation. If at any time the Company proposes to file (i) a Registration Statement (other than a Registration Statement contemplated by Section 2.01(a)) on its own behalf relating to the sale of Common Stock or on behalf of any other Person Persons who has have or has have been granted registration rights related to an Underwritten Offering (the “Other HolderHolders”), ) or (ii) a prospectus supplement relating to the sale of shares of Common Stock by the Company or any Other Holders to an effective “automatic” registration statement, so long as the Company is a WKSI at such time or, whether or not the Company is a WKSI, so long as the Common Share Registrable Securities were previously included in the underlying shelf Registration Statement or are included on an effective Registration Statement, or in any case in which Holders may participate in such offering without the filing of a post-effective amendment, in each case, for the sale of shares of Common Stock by the Company or Other Holders in an Underwritten OfferingOffering (including an Underwritten Offering undertaken pursuant to Section 2.03), then the Company shall give not less than four (4) Business Days’ notice (or two Business Days in connection with any overnight or bought Underwritten Offering) (including, but not limited to, notification by electronic mail) (the “Piggyback Notice”) of such proposed Underwritten Offering to each Holder that, (together with its Affiliates, owns at least ) owning more than $15 75 million of Common Share Stock (determined by multiplying the number of Registrable Securities owned by the Purchased Preferred Stock Price) or, in the case of any of Stonepeak and its Affiliates, owning any Registrable Securities, and such Piggyback Notice shall offer such Holder the opportunity to include in such Underwritten Offering for Other Holders such number of Common Share Registrable Securities (the “Included Registrable Securities”) as such Holder may request in writing (a “Piggyback Registration”); provided, however, that the Company shall not be required to offer such opportunity (A) to any such Holders other than any of Stonepeak and its Affiliates if the Holders, together with their Affiliates, do not offer a minimum of $15 50 million of Common Share Registrable Securities, Securities in the aggregate (determined by multiplying the number of Common Share Registrable Securities owned by the average of the closing price on the National Securities Exchange for the shares of Common Purchased Preferred Stock for the ten (10) trading days preceding the date of such noticePrice ), or such lesser amount if it constitutes the remaining holdings of the Holder and its Affiliates, or (B) to such Holders if and to the extent that the Company has been advised by the Managing Underwriter Underwriter, acting in good faith, that the inclusion of Common Share Registrable Securities for sale for the benefit of such Holders will have an adverse effect on the price, timing or distribution of the shares of Common Stock in such Underwritten Offering, then the amount of Common Share Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.02(b). Each Piggyback Notice shall be provided to Holders on a Business Day pursuant to Section 3.01 and receipt 4.01. If practical in the context of such notice shall be confirmed and kept confidential by the Holders until either (x) such proposed Underwritten Offering has been publicly announced by the Company or (y) the Holders have received notice from the Company that such proposed Underwritten Offering has been abandonedcontemplated offering, which the Company shall use reasonable efforts to increase the length of the Piggyback Notice to provide more time for the applicable Holders to the Holders reasonably promptly after the final make an election to participate; provided, however, that any decision to abandon a proposed Underwritten Offering has been madeincrease the length of the Piggyback Notice for longer than two Business Days shall be in the sole discretion of the Company. Each such Holder will have four (4) Business Days (or two (2) Business Days in connection with any overnight or bought Underwritten Offering) ), or such longer period as may be specified by the Company, in its sole discretion, in the Piggyback Notice, after such Piggyback Notice has been delivered to request in writing to the Company the inclusion of Common Share Registrable Securities in the Underwritten Offering for Other HoldersOffering. If no request for inclusion from a Holder is received by the Company within the specified time or if a Holder states in its response to the Piggyback Notice that it declines the opportunity to include Registrable Securities in the Underwritten Offeringtime, such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of the Company’s its intention to undertake such an Underwritten Offering for Other Holders and prior to the pricing closing of such Underwritten Offering, the Company shall determine for any reason not to undertake or to delay such Underwritten Offering is terminated or delayed pursuant to the provisions of this AgreementOffering, the Company may, at its election, give written notice of such determination to the Selling Holders and, (1) in the case of a termination of determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, and (2) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Common Share Registrable Securities in such Underwritten Offering by giving written notice to the Company of such withdrawal at least one (1) Business Day prior to the time of pricing of such Underwritten Offering. Any Holder may deliver written notice (a “Piggyback Opt-Out Notice”) to the Company requesting that such Holder not receive notice from the Company of any proposed Underwritten Offering for Other HoldersOffering; provided, however, that such Holder may later revoke any such Piggyback Opt-Out Notice in writing. Following receipt of a Piggyback Opt-Out Notice from a Holder (unless subsequently revoked), the Company shall not be required to deliver any notice to such Holder pursuant to this Section 2.02(a) and such Holder shall no longer be entitled to participate in Underwritten Offerings for Other Holders pursuant to this Section 2.02(a), unless such Piggyback Opt-Out Notice is revoked by such Holder. The Holders listed on Schedule B shall each be deemed to have delivered a Piggyback Opt-Out Notice as of the date hereof.

Participation. If at In the event those Registrable Securities that are LP Units may not be disposed of without restriction pursuant to any time section of Rule 144 (or any similar provision then in effect) under the Company Securities Act, if the Partnership proposes to file (i) a Registration Statement (shelf registration statement other than a the Registration Statement contemplated by Section 2.01(a)) on behalf of any other Person who has or has been granted registration rights related to an Underwritten Offering (the “Other Holder”), or (ii) a prospectus supplement relating to the sale of shares of Common Stock by any Other Holders to an effective shelf registration statement, so long as other than the Company is a WKSI at such time or, whether or not the Company is a WKSI, so long as the Common Share Registrable Securities were previously included in the underlying shelf Registration Statement or are included on an effective Registration Statement, or in any case in which contemplated by Section 2.01(a) of this Agreement and Holders may participate in such offering be included without the filing of a post-effective amendmentamendment thereto, or (iii) a registration statement, other than a shelf registration statement, in each case, for the sale of shares LP Units in an Underwritten Offering for its own account and/or another Person, then as soon as practicable following the engagement of Common Stock counsel by Other Holders the Partnership to prepare the documents to be used in connection with an Underwritten Offering, then the Company Partnership shall give not less than four (4) Business Days’ notice (including, but not limited to, notification by electronic mail) (the “Piggyback Notice”) of such proposed Underwritten Offering to each Holder that, (together with its Affiliates, owns ) holding at least $15 10.0 million of Common Share the then-outstanding Registrable Securities that are LP Units (based on the LP Unit Price) and such Piggyback Notice notice shall offer such Holder Holders the opportunity to include in such Underwritten Offering for Other Holders such number of Common Share Registrable Securities that are LP Units (the “Included Registrable Securities”) as each such Holder may request in writing (a “Piggyback Registration”)writing; provided, however, that the Company shall not be required to offer such opportunity (A) to such Holders if the Holders, together with their Affiliates, do not offer a minimum of $15 million of Common Share Registrable Securities, in the aggregate (determined by multiplying the number of Common Share Registrable Securities owned by the average of the closing price on the National Securities Exchange for the shares of Common Stock for the ten (10) trading days preceding the date of such notice), or such lesser amount if it constitutes the remaining holdings of the Holder and its Affiliates, or (B) to such Holders if and to the extent that the Company Partnership has been advised by the Managing Underwriter that the inclusion of Common Share such Registrable Securities for sale for the benefit of such the Holders will have an adverse effect on the price, timing or distribution of the shares of Common Stock LP Units in such the Underwritten Offering, then (A) the Partnership shall not be required to offer such opportunity to the Holders or (B) if any Registrable Securities that are LP Units can be included in the Underwritten Offering in the opinion of the Managing Underwriter, then the amount of Common Share such Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.02(b). Each Piggyback Notice Any notice required to be provided in this Section 2.02(a) to Holders shall be provided to Holders on a Business Day pursuant to Section 3.01 hereof and receipt of such notice shall be confirmed and kept confidential by the Holders until either (x) such proposed Underwritten Offering has been publicly announced by the Company or (y) the Holders have received notice from the Company that such proposed Underwritten Offering has been abandoned, which the Company shall provide to the Holders reasonably promptly after the final decision to abandon a proposed Underwritten Offering has been madeHolder. Each such Holder will shall then have four (4) Business Days (or two (2) Business Days (or one (1) Business Day in connection with any overnight or bought Underwritten Offering) after such Piggyback Notice notice has been delivered to request in writing to the Company the inclusion of Common Share those Registrable Securities that are LP Units in the Underwritten Offering for Other HoldersOffering. If no written request for inclusion from a Holder is received by the Company within the specified time or if a Holder states in its response to the Piggyback Notice that it declines the opportunity to include Registrable Securities in the Underwritten Offeringtime, each such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of the Company’s its intention to undertake an Underwritten Offering for Other Holders and prior to the pricing closing of such Underwritten Offering, the Partnership shall determine for any reason not to undertake or to delay such Underwritten Offering is terminated or delayed pursuant to the provisions of this AgreementOffering, the Company Partnership may, at its election, give written notice of such determination to the Selling Holders and, (1x) in the case of a termination of determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, and (2y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Common Share Registrable Securities in such Underwritten Offering by giving written notice to the Company Partnership of such withdrawal at least one (1) Business Day or prior to the time of pricing of such Underwritten Offering. Any Holder may deliver written notice (a an “Piggyback Opt-Out Notice”) to the Company Partnership requesting that such Holder not receive notice from the Company Partnership of any proposed Underwritten Offering for Other HoldersOffering; provided, however, that such Holder may later revoke any such Piggyback Opt-Out Notice in writing. Following receipt of a Piggyback an Opt-Out Notice from a Holder (unless subsequently revoked), the Company Partnership shall not be required to deliver any notice to such Holder pursuant to this Section 2.02(a) and such Holder shall no longer be entitled to participate in Underwritten Offerings for Other Holders by the Partnership pursuant to this Section 2.02(a), unless such Piggyback Opt-Out Notice is revoked by such Holder. The Holders listed indicated on Schedule B A hereto shall each be deemed to have delivered a Piggyback an Opt-Out Notice as of the date hereof.

Participation. If at any time the Company Linn Energy proposes to file (i) a Registration Statement (prospectus supplement to an effective shelf registration statement, other than a the Registration Statement contemplated by Section 2.01(a)) on behalf 2.01 of any other Person who has or has been granted this Agreement and the registration rights related to an Underwritten Offering (statement covering the “Other Holder”)units held by the June 2007 Holders, or (ii) a prospectus supplement relating to the sale of shares of Common Stock by any Other Holders to an effective registration statement, so long as the Company is other than a WKSI at such time or, whether or not the Company is a WKSI, so long as the Common Share Registrable Securities were previously included in the underlying shelf Registration Statement or are included on an effective Registration Statement, or in any case in which Holders may participate in such offering without the filing of a post-effective amendmentregistration statement, in each either case, for the sale of shares of Common Stock by Other Holders Units in an Underwritten OfferingOffering for its own account and/or another Person, then the Company shall give as soon as practicable but not less than four three Business Days prior to the filing of (4x) Business Days’ any preliminary prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(b) under the Securities Act, (y) the prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(b) under the Securities Act (if no preliminary prospectus supplement is used) or (z) such registration statement, as the case may be, then Linn Energy shall give notice (including, but not limited to, notification by electronic mail) (the “Piggyback Notice”) of such proposed Underwritten Offering to each Holder that, together with its Affiliates, owns at least $15 million of Common Share Registrable Securities the Holders and such Piggyback Notice notice shall offer such Holder the Holders the opportunity to include in such Underwritten Offering for Other Holders such number of Common Share Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writing (a “Piggyback Registration”)writing; provided, however, that the Company shall not be required to offer such opportunity (A) to such Holders if the Holders, together with their Affiliates, do not offer a minimum of $15 million of Common Share Registrable Securities, in the aggregate (determined by multiplying the number of Common Share Registrable Securities owned by the average of the closing price on the National Securities Exchange for the shares of Common Stock for the ten (10) trading days preceding the date of such notice), or such lesser amount if it constitutes the remaining holdings of the Holder and its Affiliates, or (B) to such Holders if and to the extent that the Company Linn Energy has been advised by the Managing Underwriter that the inclusion of Common Share Registrable Securities for sale for the benefit of such the Holders will have an a material adverse effect on the price, timing or distribution of the shares of Common Stock Units in such the Underwritten Offering, then the amount of Common Share Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.02(b)) of this Agreement. Each Piggyback Notice The notice required to be provided in this Section 2.02(a) to Holders shall be provided to Holders on a Business Day pursuant to Section 3.01 hereof and receipt of such notice shall be confirmed and kept confidential by the Holders until either (x) such proposed Underwritten Offering has been publicly announced by the Company or (y) the Holders have received notice from the Company that such proposed Underwritten Offering has been abandoned, which the Company shall provide to the Holders reasonably promptly after the final decision to abandon a proposed Underwritten Offering has been madeHolder. Each such Holder will shall then have four (4) three Business Days (or two (2) Business Days after receiving such notice to request inclusion of Registrable Securities in connection with any overnight or bought the Underwritten Offering) , except that such Holder shall have one Business Day after such Piggyback Notice has been delivered Holder confirms receipt of the notice to request in writing to the Company the inclusion of Common Share Registrable Securities in the Underwritten Offering for Other Holdersin the case of a “bought deal” or “overnight transaction” where no preliminary prospectus is used. If no request for inclusion from a Holder is received by the Company within the specified time or if a Holder states in its response to the Piggyback Notice that it declines the opportunity to include Registrable Securities in the Underwritten Offeringtime, such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of the Company’s its intention to undertake an Underwritten Offering for Other Holders and prior to the pricing closing of such Underwritten Offering, Linn Energy shall determine for any reason not to undertake or to delay such Underwritten Offering is terminated or delayed pursuant to the provisions of this AgreementOffering, the Company Linn Energy may, at its election, give written notice of such determination to the Selling Holders and, (1x) in the case of a termination of determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, and (2y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Common Share Registrable Securities in such Underwritten Offering offering by giving written notice to the Company Linn Energy of such withdrawal at least one (1) Business Day prior up to and including the time of pricing of such Underwritten Offeringoffering. Any Each Holder’s rights under this Section 2.02(a) shall terminate when such Holder (together with any Affiliates of such Holder) holds less than $40 million of Purchased Class D Units (or Units issued upon conversion of the Class D Units) and Purchased Units, based on the Commitment Amounts. Notwithstanding the foregoing, any Holder may deliver written notice (a an “Piggyback Opt-Opt Out Notice”) to the Company Linn Energy requesting that such Holder not receive notice from the Company Linn Energy of any proposed Underwritten Offering for Other HoldersOffering; provided, however, that such Holder may later revoke any such Piggyback Opt-Out Notice in writing. Following receipt of a Piggyback Opt-Out Notice from a Holder (unless subsequently revoked), the Company shall not be required to deliver any notice to such Holder pursuant to this Section 2.02(a) and such Holder shall no longer be entitled to participate in Underwritten Offerings for Other Holders pursuant to this Section 2.02(a), unless such Piggyback Opt-Out Notice is revoked by such Holder. The Holders listed on Schedule B shall each be deemed to have delivered a Piggyback Opt-Out Notice as of the date hereofnotice.

Participation. If at any time the Company Partnership proposes to file undertake a (i) a primary Underwritten Offering within three years from the date the Registration Statement (other than a Registration Statement contemplated by Section 2.01(a)) on behalf of any other Person who has becomes or has been granted registration rights related to an Underwritten Offering (the “Other Holder”), is declared effective or (ii) a prospectus supplement relating to the sale of shares secondary Underwritten Offering of Common Stock Units by any Other Holders to an effective registration statementUSA Compression Holdings, so long as the Company is a WKSI at such time or, whether LLC or not the Company is a WKSI, so long as the Common Share Registrable Securities were previously included in the underlying shelf Registration Statement or are included on an effective Registration Statement, or in any case in which Holders may participate in such offering without the filing of a post-effective amendment, in each case, for the sale of shares of Common Stock by Other Holders in an Underwritten Offeringits successors, then as soon as practicable following the Company engagement of counsel by the Partnership to prepare the documents to be used in connection with either clause (i) or clause (ii) above, the Partnership shall give not less than four (4) Business Days’ notice (including, but not limited to, notification by electronic mail) (the “Piggyback Notice”) of such proposed Underwritten Offering to each Holder that, (together with its Affiliates, owns ) holding at least $15 25.0 million of Common Share the then-outstanding Registrable Securities and such Piggyback Notice notice shall offer such Holder Holders the opportunity to include in such Underwritten Offering for Other Holders such number of Common Share Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writing (a “Piggyback Registration”)writing; provided, however, that the Company number of Included Registrable Securities shall at least equal $25.0 million of Registrable Securities; provided, further, that the Partnership shall not be required in connection with clause (ii) above to offer such opportunity (A) include the Registrable Securities of the Holders in any registration statement prior to such Holders the expiration of the lock-up agreement as set forth in the Distribution Reinvestment and Lock-Up Agreement by and between the Partnership and the holders party thereto; and provided, further, that if the Holders, together with their Affiliates, do not offer a minimum of $15 million of Common Share Registrable Securities, in the aggregate (determined by multiplying the number of Common Share Registrable Securities owned by the average of the closing price on the National Securities Exchange for the shares of Common Stock for the ten (10) trading days preceding the date of such notice), or such lesser amount if it constitutes the remaining holdings of the Holder and its Affiliates, or (B) to such Holders if and to the extent that the Company Partnership has been advised by the Managing Underwriter that the inclusion of Common Share Registrable Securities for sale for the benefit of such the Holders will have an adverse effect on the price, timing or distribution of the shares of Common Stock Units in such the Underwritten Offering, then (A) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter, the Partnership shall not be required to offer such opportunity to the Holders or (B) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter, then the amount of Common Share Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.02(b2.2(b). Each Piggyback Notice Any notice required to be provided in this Section 2.2(a) to Holders shall be provided to Holders on a Business Day pursuant to Section 3.01 3.1 hereof and receipt of such notice shall be confirmed and kept confidential by the Holders until either (x) such proposed Underwritten Offering has been publicly announced by the Company or (y) the Holders have received notice from the Company that such proposed Underwritten Offering has been abandoned, which the Company shall provide to the Holders reasonably promptly after the final decision to abandon a proposed Underwritten Offering has been madeHolder. Each such Holder will shall then have four (4) two Business Days (or two (2) one Business Days Day in connection with any overnight or bought Underwritten Offering) after such Piggyback Notice notice has been delivered to request in writing to the Company the inclusion of Common Share Registrable Securities in the Underwritten Offering for Other HoldersOffering. If no written request for inclusion from a Holder is received by the Company within the specified time or if a Holder states in its response to the Piggyback Notice that it declines the opportunity to include Registrable Securities in the Underwritten Offeringtime, each such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of the Company’s its intention to undertake an Underwritten Offering for Other Holders and prior to the pricing closing of such Underwritten Offering, the Partnership shall determine for any reason not to undertake or to delay such Underwritten Offering is terminated or delayed pursuant to the provisions of this AgreementOffering, the Company Partnership may, at its election, give written notice of such determination to the Selling Holders and, (1x) in the case of a termination of determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, and (2y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Common Share Registrable Securities in such Underwritten Offering by giving written notice to the Company Partnership of such withdrawal at least one (1) Business Day or prior to the time of pricing of such Underwritten Offering. Any Holder may deliver written notice (a “Piggyback Opt-Out Notice”) to the Company requesting that such Holder not receive notice from the Company of any proposed Underwritten Offering for Other Holders; provided, however, that such Holder may later revoke any such Piggyback Opt-Out Notice in writing. Following receipt of a Piggyback Opt-Out Notice from a Holder (unless subsequently revoked), the Company shall not be required to deliver any notice to such Holder pursuant to this Section 2.02(a) and such Holder shall no longer be entitled to participate in Underwritten Offerings for Other Holders pursuant to this Section 2.02(a), unless such Piggyback Opt-Out Notice is revoked by such Holder. The Holders listed on Schedule B shall each be deemed to have delivered a Piggyback Opt-Out Notice as of the date hereof.

Participation. If at any time the Company Atlas Pipeline Holdings proposes to file (i) a shelf registration statement other than the Registration Statement (other than in which event Atlas Pipeline Holdings covenants and agrees to include thereon a Registration Statement contemplated by Section 2.01(a)) on behalf description of any other Person who has or has been granted registration rights related to an Underwritten Offering (the “Other Holder”transaction under which the Purchasers acquired the Registrable Securities), or (ii) a prospectus supplement relating to the sale of shares of Common Stock by any Other Holders to an effective shelf registration statement, so long as other than the Company is a WKSI at such time or, whether or not the Company is a WKSI, so long as the Common Share Registrable Securities were previously included in the underlying shelf Registration Statement or are included on an effective Registration Statement, or in any case in which contemplated by Section 2.01 of this Agreement and Holders may participate in such offering be included without the filing of a post-effective amendmentamendment thereto, or (iii) a registration statement, other than a shelf registration statement, in each either case, for the sale of shares of Common Stock by Other Holders Units in an Underwritten OfferingOffering for its own account and/or another Person, then the Company shall give as soon as practicable but not less than four three Business Days prior to the filing of (4x) Business Days’ the initial preliminary prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(b) under the Securities Act, (y) the prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(b) under the Securities Act (if no preliminary prospectus supplement is used) or (z) such registration statement, as the case may be, then Atlas Pipeline Holdings shall give notice (including, but not limited to, notification by electronic mail) (the “Piggyback Notice”) of such proposed Underwritten Offering to each Holder that, together with its Affiliates, owns at least $15 million of Common Share Registrable Securities the Holders and such Piggyback Notice notice shall offer such Holder the Holders the opportunity to include in such Underwritten Offering for Other Holders such number of Common Share Registrable Securities Units (the “Included Registrable Securities”) as each such Holder may request in writing (a “Piggyback Registration”)writing; provided, however, that the Company shall not be required to offer such opportunity (A) to such Holders if the Holders, together with their Affiliates, do not offer a minimum of $15 million of Common Share Registrable Securities, in the aggregate (determined by multiplying the number of Common Share Registrable Securities owned by the average of the closing price on the National Securities Exchange for the shares of Common Stock for the ten (10) trading days preceding the date of such notice), or such lesser amount if it constitutes the remaining holdings of the Holder and its Affiliates, or (B) to such Holders if and to the extent that the Company Atlas Pipeline Holdings has been advised by the Managing Underwriter that the inclusion of Common Share Registrable Securities for sale for the benefit of such the Holders will have an a material adverse effect on the price, timing or distribution of the shares of Common Stock Units in such the Underwritten Offering, then the amount of Common Share Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.02(b)) of this Agreement. Each Piggyback Notice The notice required to be provided in this Section 2.02(a) to Holders shall be provided to Holders on a Business Day pursuant to Section 3.01 hereof and receipt of such notice shall be confirmed and kept confidential by the Holders until either (x) such proposed Underwritten Offering has been publicly announced by the Company or (y) the Holders have received notice from the Company that such proposed Underwritten Offering has been abandoned, which the Company shall provide to the Holders reasonably promptly after the final decision to abandon a proposed Underwritten Offering has been madeHolder. Each such Holder will shall then have four (4) three Business Days (or two (2) Business Days in connection with any overnight or bought Underwritten Offering) after receiving such Piggyback Notice has been delivered notice to request in writing to the Company the inclusion of Common Share Registrable Securities in the Underwritten Offering for Other HoldersOffering. If no request for inclusion from a Holder is received by the Company within the specified time or if a Holder states in its response to the Piggyback Notice that it declines the opportunity to include Registrable Securities in the Underwritten Offeringtime, such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of the Company’s its intention to undertake an Underwritten Offering for Other Holders and prior to the pricing closing of such Underwritten Offering, Atlas Pipeline Holdings shall determine for any reason not to undertake or to delay such Underwritten Offering is terminated or delayed pursuant to the provisions of this AgreementOffering, the Company Atlas Pipeline Holdings may, at its election, give written notice of such determination to the Selling Holders and, (1x) in the case of a termination of determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, and (2y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Common Share Registrable Securities in such Underwritten Offering offering by giving written notice to the Company Atlas Pipeline Holdings of such withdrawal at least one (1) Business Day prior up to and including the time of pricing of such Underwritten Offeringoffering. Any Each Holder’s rights under this Section 2.02(a) shall terminate when such Holder (together with any Affiliates of such Holder) holds less than $2 million, in aggregate, of Registrable Securities, based on the Unit Price. Notwithstanding the foregoing, any Holder may deliver written notice (a an “Piggyback Opt-Opt Out Notice”) to the Company Atlas Pipeline Holdings requesting that such Holder not receive notice from the Company Atlas Pipeline Holdings of any proposed Underwritten Offering for Other HoldersOffering; provided, however, that such Holder may later revoke any such Piggyback Opt-Out Notice in writing. Following receipt of a Piggyback Opt-Out Notice from a Holder (unless subsequently revoked), the Company shall not be required to deliver any notice to such Holder pursuant to this Section 2.02(a) and such Holder shall no longer be entitled to participate in Underwritten Offerings for Other Holders pursuant to this Section 2.02(a), unless such Piggyback Opt-Out Notice is revoked by such Holder. The Holders listed on Schedule B shall each be deemed to have delivered a Piggyback Opt-Out Notice as of the date hereofnotice.

Participation. If at any time the Company Partnership proposes to file (i) a Registration Statement (other than a Registration Statement contemplated by Section 2.01(a)) on behalf of any other Person Holder who has or has been granted registration rights related to an Underwritten Offering undertaken pursuant to Section 2.03 (the “Other Holder”), or (ii) following the Series A Conversion Date, a prospectus supplement relating to the sale of shares of Common Stock Units by any Other Holders to an effective “automatic” registration statement, so long as the Company Partnership is a WKSI at such time or, whether or not the Company Partnership is a WKSI, so long as the Common Share Unit Registrable Securities were previously included in the underlying shelf Registration Statement or are included on an effective Registration Statement, or in any case in which Holders may participate in such offering without the filing of a post-effective amendment, in each case, for the sale of shares of Common Stock Units by Other Holders in an Underwritten OfferingOffering undertaken pursuant to Section 2.03, then the Company Partnership shall give not less than four (4) Business Days’ notice (including, but not limited to, notification by electronic mail) (the “Piggyback Notice”) of such proposed Underwritten Offering to each Holder that, (together with its Affiliates, owns at least $15 million of ) owning Common Share Unit Registrable Securities and such Piggyback Notice shall offer such Holder the opportunity to include in such Underwritten Offering for Other Holders such number of Common Share Unit Registrable Securities (the “Included Registrable Securities”) as such Holder may request in writing (a “Piggyback Registration”); provided, however, that the Company Partnership shall not be required to offer such opportunity (A) to such Holders if the Holders, together with their Affiliates, do not offer a minimum of $15 50 million of Common Share Unit Registrable Securities, in the aggregate (determined by multiplying the number of Common Share Unit Registrable Securities owned by the average of the closing price on the National Securities Exchange NYSE for the shares of Common Stock Units for the ten (10) 10 trading days preceding the date of such notice), or such lesser amount if it constitutes the remaining holdings of the Holder and its Affiliates, or (B) to such Holders if and to the extent that the Company Partnership has been advised by the Managing Underwriter that the inclusion of Common Share Unit Registrable Securities for sale for the benefit of such Holders will have an adverse effect on the price, timing or distribution of the shares of Common Stock Units in such Underwritten Offering, then the amount of Common Share Unit Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.02(b). Each Piggyback Notice shall be provided to Holders on a Business Day pursuant to Section 3.01 and receipt of such notice shall be confirmed and kept confidential by the Holders until either (x) such proposed Underwritten Offering has been publicly announced by the Company Partnership or (y) the Holders have received notice from the Company Partnership that such proposed Underwritten Offering has been abandoned, which the Company Partnership shall provide to the Holders reasonably promptly after the final decision to abandon a proposed Underwritten Offering has been made. Each such Holder will have four (4) Business Days (or two (2) Business Days in connection with any overnight or bought Underwritten Offering) after such Piggyback Notice has been delivered to request in writing to the Company Partnership the inclusion of Common Share Unit Registrable Securities in the Underwritten Offering for Other Holders. If no request for inclusion from a Holder is received by the Company Partnership within the specified time or if a Holder states in its response to the Piggyback Notice that it declines the opportunity to include Registrable Securities in the Underwritten Offeringtime, such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of the CompanyPartnership’s intention to undertake an Underwritten Offering for Other Holders and prior to the pricing of such Underwritten Offering, such Underwritten Offering is terminated or delayed pursuant to the provisions of this Agreement, the Company Partnership may, at its election, give written notice of such determination to the Selling Holders and, (1) in the case of a termination of such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, and (2) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Common Share Unit Registrable Securities in such Underwritten Offering by giving written notice to the Company Partnership of such withdrawal at least one (1) Business Day prior to the time of pricing of such Underwritten Offering. Any Holder may deliver written notice (a “Piggyback Opt-Out Notice”) to the Company Partnership requesting that such Holder not receive notice from the Company Partnership of any proposed Underwritten Offering for Other Holders; provided, however, that such Holder may later revoke any such Piggyback Opt-Out Notice in writing. Following receipt of a Piggyback Opt-Out Notice from a Holder (unless subsequently revoked), the Company Partnership shall not be required to deliver any notice to such Holder pursuant to this Section 2.02(a) and such Holder shall no longer be entitled to participate in Underwritten Offerings for Other Holders pursuant to this Section 2.02(a), unless such Piggyback Opt-Out Notice is revoked by such Holder. The Holders listed on Schedule B shall each be deemed to have delivered a Piggyback Opt-Out Notice as of the date hereof.

Participation. If at any time the Company Atlas Pipeline Partners proposes to file (i) a shelf registration statement other than the Registration Statement (other than in which event Atlas Pipeline Partners covenants and agrees to include thereon a Registration Statement contemplated by Section 2.01(a)) on behalf description of any other Person who has or has been granted registration rights related to an Underwritten Offering (the “Other Holder”transaction under which the Purchasers acquired the Registrable Securities), or (ii) a prospectus supplement relating to the sale of shares of Common Stock by any Other Holders to an effective shelf registration statement, so long as other than the Company is a WKSI at such time or, whether or not the Company is a WKSI, so long as the Common Share Registrable Securities were previously included in the underlying shelf Registration Statement or are included on an effective Registration Statement, or in any case in which contemplated by Section 2.01 of this Agreement and Holders may participate in such offering be included without the filing of a post-effective amendmentamendment thereto, or (iii) a registration statement, other than a shelf registration statement, in each either case, for the sale of shares of Common Stock by Other Holders Units in an Underwritten OfferingOffering for its own account and/or another Person, then the Company shall give as soon as practicable but not less than four three Business Days prior to the filing of (4x) Business Days’ the initial preliminary prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(b) under the Securities Act, (y) the prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(b) under the Securities Act (if no preliminary prospectus supplement is used) or (z) such registration statement, as the case may be, then Atlas Pipeline Partners shall give notice (including, but not limited to, notification by electronic mail) (the “Piggyback Notice”) of such proposed Underwritten Offering to each Holder that, together with its Affiliates, owns at least $15 million of Common Share Registrable Securities the Holders and such Piggyback Notice notice shall offer such Holder the Holders the opportunity to include in such Underwritten Offering for Other Holders such number of Common Share Registrable Securities Units (the “Included Registrable Securities”) as each such Holder may request in writing (a “Piggyback Registration”)writing; provided, however, that the Company shall not be required to offer such opportunity (A) to such Holders if the Holders, together with their Affiliates, do not offer a minimum of $15 million of Common Share Registrable Securities, in the aggregate (determined by multiplying the number of Common Share Registrable Securities owned by the average of the closing price on the National Securities Exchange for the shares of Common Stock for the ten (10) trading days preceding the date of such notice), or such lesser amount if it constitutes the remaining holdings of the Holder and its Affiliates, or (B) to such Holders if and to the extent that the Company Atlas Pipeline Partners has been advised by the Managing Underwriter that the inclusion of Common Share Registrable Securities for sale for the benefit of such the Holders will have an a material adverse effect on the price, timing or distribution of the shares of Common Stock Units in such the Underwritten Offering, then the amount of Common Share Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.02(b)) of this Agreement. Each Piggyback Notice The notice required to be provided in this Section 2.02(a) to Holders shall be provided to Holders on a Business Day pursuant to Section 3.01 hereof and receipt of such notice shall be confirmed and kept confidential by the Holders until either (x) such proposed Underwritten Offering has been publicly announced by the Company or (y) the Holders have received notice from the Company that such proposed Underwritten Offering has been abandoned, which the Company shall provide to the Holders reasonably promptly after the final decision to abandon a proposed Underwritten Offering has been madeHolder. Each such Holder will shall then have four (4) three Business Days (or two (2) Business Days in connection with any overnight or bought Underwritten Offering) after receiving such Piggyback Notice has been delivered notice to request in writing to the Company the inclusion of Common Share Registrable Securities in the Underwritten Offering for Other HoldersOffering. If no request for inclusion from a Holder is received by the Company within the specified time or if a Holder states in its response to the Piggyback Notice that it declines the opportunity to include Registrable Securities in the Underwritten Offeringtime, such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of the Company’s its intention to undertake an Underwritten Offering for Other Holders and prior to the pricing closing of such Underwritten Offering, Atlas Pipeline Partners shall determine for any reason not to undertake or to delay such Underwritten Offering is terminated or delayed pursuant to the provisions of this AgreementOffering, the Company Atlas Pipeline Partners may, at its election, give written notice of such determination to the Selling Holders and, (1x) in the case of a termination of determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, and (2y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Common Share Registrable Securities in such Underwritten Offering offering by giving written notice to the Company Atlas Pipeline Partners of such withdrawal at least one (1) Business Day prior up to and including the time of pricing of such Underwritten Offeringoffering. Any Each Holder’s rights under this Section 2.02(a) shall terminate when such Holder (together with any Affiliates of such Holder) holds less than $15 million, in aggregate, of Registrable Securities, based on the Unit Price. Notwithstanding the foregoing, any Holder may deliver written notice (a an “Piggyback Opt-Opt Out Notice”) to the Company Atlas Pipeline Partners requesting that such Holder not receive notice from the Company Atlas Pipeline Partners of any proposed Underwritten Offering for Other HoldersOffering; provided, however, that such Holder may later revoke any such Piggyback Opt-Out Notice in writing. Following receipt of a Piggyback Opt-Out Notice from a Holder (unless subsequently revoked), the Company shall not be required to deliver any notice to such Holder pursuant to this Section 2.02(a) and such Holder shall no longer be entitled to participate in Underwritten Offerings for Other Holders pursuant to this Section 2.02(a), unless such Piggyback Opt-Out Notice is revoked by such Holder. The Holders listed on Schedule B shall each be deemed to have delivered a Piggyback Opt-Out Notice as of the date hereofnotice.

Participation. If at any time the Company Partnership proposes to file (i) a Registration Statement (shelf registration statement other than a the Registration Statement contemplated by Section 2.01(a)) on behalf of any other Person who has or has been granted registration rights related to an Underwritten Offering (the “Other Holder”), or (ii) a prospectus supplement relating to the sale of shares of Common Stock by any Other Holders to an effective shelf registration statement, so long as other than the Company is a WKSI at such time or, whether or not the Company is a WKSI, so long as the Common Share Registrable Securities were previously included in the underlying shelf Registration Statement or are included on an effective Registration Statement, or in any case in which contemplated by Section 2.01(a) of this Agreement and Holders may participate in such offering be included without the filing of a post-effective amendmentamendment thereto, or (iii) a registration statement, other than a shelf registration statement, in each case, for the sale of shares Common Units in an Underwritten Offering for its own account and/or another Person, then as soon as practicable following the engagement of Common Stock counsel by Other Holders the Partnership to prepare the documents to be used in connection with an Underwritten Offering, then the Company Partnership shall give not less than four (4) Business Days’ notice (including, but not limited to, notification by electronic mail) (the “Piggyback Notice”) of such proposed Underwritten Offering to each Holder that, (together with its Affiliates, owns ) holding at least $15 25 million of Common Share the then-outstanding Registrable Securities (based on the Purchase Price per Common Unit under the Purchase Agreement) and such Piggyback Notice notice shall offer such Holder Holders the opportunity to include in such Underwritten Offering for Other Holders such number of Common Share Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writing (a “Piggyback Registration”)writing; provided, however, that the Company shall not be required to offer such opportunity (A) to such Holders if the Holders, together with their Affiliates, do not offer a minimum of $15 million of Common Share Registrable Securities, in the aggregate (determined by multiplying the number of Common Share Registrable Securities owned by the average of the closing price on the National Securities Exchange for the shares of Common Stock for the ten (10) trading days preceding the date of such notice), or such lesser amount if it constitutes the remaining holdings of the Holder and its Affiliates, or (B) to such Holders if and to the extent that the Company Partnership has been advised by the Managing Underwriter that the inclusion of Common Share Registrable Securities for sale for the benefit of such the Holders will have an adverse effect on the price, timing or distribution of the shares of Common Stock Units in such the Underwritten Offering, then (A) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter, the Partnership shall not be required to offer such opportunity to the Holders or (B) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter, then the amount of Common Share Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.02(b). Each Piggyback Notice Any notice required to be provided in this Section 2.02(a) to Holders shall be provided to Holders on a Business Day pursuant to Section 3.01 hereof and receipt of such notice shall be confirmed and kept confidential by the Holders until either (x) such proposed Underwritten Offering has been publicly announced by the Company or (y) the Holders have received notice from the Company that such proposed Underwritten Offering has been abandoned, which the Company shall provide to the Holders reasonably promptly after the final decision to abandon a proposed Underwritten Offering has been madeHolder. Each such Holder will shall then have four (4) two Business Days (or two (2) one Business Days Day in connection with any overnight or bought Underwritten Offering) after such Piggyback Notice notice has been delivered to request in writing to the Company the inclusion of Common Share Registrable Securities in the Underwritten Offering for Other HoldersOffering. If no written request for inclusion from a Holder is received by the Company within the specified time or if a Holder states in its response to the Piggyback Notice that it declines the opportunity to include Registrable Securities in the Underwritten Offeringtime, each such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of the Company’s its intention to undertake an Underwritten Offering for Other Holders and prior to the pricing closing of such Underwritten Offering, the Partnership shall determine for any reason not to undertake or to delay such Underwritten Offering is terminated or delayed pursuant to the provisions of this AgreementOffering, the Company Partnership may, at its election, give written notice of such determination to the Selling Holders and, (1x) in the case of a termination of determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, and (2y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Common Share Registrable Securities in such Underwritten Offering by giving written notice to the Company Partnership of such withdrawal at least one (1) Business Day or prior to the time of pricing of such Underwritten Offering. Any Holder may deliver written notice (a an “Piggyback Opt-Out Notice”) to the Company Partnership requesting that such Holder not receive notice from the Company Partnership of any proposed Underwritten Offering for Other HoldersOffering; provided, however, that such Holder may later revoke any such Piggyback Opt-Out Notice in writing. Following receipt of a Piggyback an Opt-Out Notice from a Holder (unless subsequently revoked), the Company Partnership shall not be required to deliver any notice to such Holder pursuant to this Section 2.02(a) and such Holder shall no longer be entitled to participate in Underwritten Offerings for Other Holders by the Partnership pursuant to this Section 2.02(a), unless such Piggyback Opt-Out Notice is revoked by such Holder. The Holders listed indicated on Schedule B A hereto as having opted out shall each be deemed to have delivered a Piggyback an Opt-Out Notice as of the date hereof.

Participation. If ETE at any time the Company proposes to file (i) a Registration Statement (other than registration statement or a Registration Statement contemplated by Section 2.01(a)) on behalf of any other Person who has or has been granted prospectus supplement to an effective registration rights related statement with respect to an Underwritten Offering of Common Units for its own account or to register any Common Units for its own account for sale to the public in an Underwritten Offering other than (the “Other Holder”)x) a registration relating solely to employee benefit plans, (y) a registration relating solely to a Rule 145 transaction, or (iiz) a prospectus supplement relating registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of shares Registrable Securities, then, as soon as practicable following the engagement of Common Stock by any Other Holders counsel to an effective registration statement, so long as ETE to prepare the Company is a WKSI at such time or, whether or not the Company is a WKSI, so long as the Common Share Registrable Securities were previously included documents to be used in the underlying shelf Registration Statement or are included on an effective Registration Statement, or in any case in which Holders may participate in such offering without the filing of a post-effective amendment, in each case, for the sale of shares of Common Stock by Other Holders in connection with an Underwritten Offering, then the Company ETE shall give not less than four (4) Business Days’ notice (including, but not limited to, notification by electronic mail) (the “Piggyback Notice”) of such proposed Underwritten Offering to each Holder that, together with its Affiliates, owns at least $15 million of Common Share Registrable Securities the Holders and such Piggyback Notice notice shall offer such Holder the Holders the opportunity to include in such Underwritten Offering for Other Holders such number of Common Share Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writing (a “Piggyback Registration”); provided, however, that the Company ETE shall not be required to offer such opportunity (A) to such Holders if the Holders, together with their Affiliates, do not offer a minimum of $15 million of Common Share Registrable Securities, in the aggregate (determined by multiplying the number of Common Share Registrable Securities owned by the average of the closing price on the National Securities Exchange for the shares of Common Stock for the ten (10) trading days preceding the date of such notice), or such lesser amount if it constitutes the remaining holdings of the Holder and its Affiliates, or (B) to such Holders if and to the extent that the Company ETE has been advised by the a Managing Underwriter that the inclusion of Common Share Registrable Securities for sale for the benefit of such the Holders will have an a material adverse effect on the price, timing or distribution of the shares of Common Stock Units. Subject to the preceding sentence and subject to Section 2.02(b), ETE shall include in such Underwritten Offering, then the amount of Common Share Offering all such Registrable Securities (“Included Registrable Securities”) with respect to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.02(b). Each Piggyback Notice shall be provided to Holders on a Business Day pursuant to Section 3.01 and receipt of such which ETE has received requests within ten days after ETE’s notice shall be confirmed and kept confidential by the Holders until either (x) such proposed Underwritten Offering has been publicly announced by the Company or (y) the Holders have received notice from the Company that such proposed Underwritten Offering has been abandoned, which the Company shall provide to the Holders reasonably promptly after the final decision to abandon a proposed Underwritten Offering has been made. Each such Holder will have four (4) Business Days (or two (2) Business Days in connection with any overnight or bought Underwritten Offering) after such Piggyback Notice has been delivered to request in writing to the Company the inclusion of Common Share Registrable Securities in the Underwritten Offering for Other Holdersaccordance with Section 7.01. If no request for inclusion from a Holder is received by the Company within the specified time or if a Holder states in its response to the Piggyback Notice that it declines the opportunity to include Registrable Securities in the Underwritten Offeringtime, such Holder shall have no further right to participate in such Underwritten OfferingPiggyback Registration. If, at any time after giving written notice of the Company’s its intention to undertake an Underwritten Offering for Other Holders and prior to the pricing closing of such Underwritten Offering, ETE shall determine for any reason not to undertake or to delay such Underwritten Offering is terminated or delayed pursuant to the provisions of this AgreementOffering, the Company ETE may, at its election, give written notice of such determination to the Selling Holders and, (1x) in the case of a termination of determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, and (2y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Common Share Registrable Securities in such Underwritten Offering offering by giving written notice to the Company ETE of such withdrawal at least one (1) Business Day prior up to and including the time of pricing of such Underwritten Offeringoffering. Any Notwithstanding the foregoing, any Holder may deliver written notice (a “Piggyback Opt-Out Notice”) to the Company ETE requesting that such Holder not receive notice from the Company ETE of any proposed Underwritten Offering for Other HoldersOffering; provided, however, that such Holder may later revoke any such Piggyback Opt-Out Notice in writing. Following receipt of a Piggyback Opt-Out Notice from a Holder (unless subsequently revoked), the Company shall not be required to deliver any notice to such Holder pursuant to this Section 2.02(a) and such Holder shall no longer be entitled to participate in Underwritten Offerings for Other Holders pursuant to this Section 2.02(a), unless such Piggyback Opt-Out Notice is revoked by such Holder. The Holders listed on Schedule B shall each be deemed to have delivered a Piggyback Opt-Out Notice as of the date hereofnotice.

Participation. If at any time the Company Partnership proposes to file (i) a Registration Statement (prospectus supplement to an effective shelf registration statement, other than a the Shelf Registration Statement contemplated by Section 2.01(a)) on behalf of any other Person who has or has been granted registration rights related to an Underwritten Offering (the “Other Holder”)2.01, or (ii) a prospectus supplement relating to the sale of shares of Common Stock by any Other Holders to an effective registration statement, so long as the Company is other than a WKSI at such time or, whether or not the Company is a WKSI, so long as the Common Share Registrable Securities were previously included in the underlying shelf Registration Statement or are included on an effective Registration Statement, or in any case in which Holders may participate in such offering without the filing of a post-effective amendmentregistration statement, in each either case, for the sale of shares of Common Stock by Other Holders Units in an Underwritten OfferingOffering for its own account, then the Company shall give as soon as practicable but not less than four three (43) Business Days’ Days prior to the filing of (x) any preliminary prospectus supplement to a prospectus relating to such Underwritten Offering pursuant to Rule 424(b) under the Securities Act, (y) the prospectus supplement to a prospectus relating to such Underwritten Offering pursuant to Rule 424(b) under the Securities Act (if no preliminary prospectus supplement is used) or (z) such registration statement, as the case may be, the Partnership shall give notice (including, but not limited to, notification by electronic mail) (the “Piggyback Notice”) of such proposed Underwritten Offering to each Holder that, together with its Affiliates, owns at least $15 million of Common Share Registrable Securities the Holders and such Piggyback Notice notice shall offer such Holder the Holders the opportunity to include in such Underwritten Offering for Other Holders such number of Common Share Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writing (a “Piggyback Registration”)writing; provided, howeverthat each such Holder shall keep all information relating to such Underwritten Offering in confidence and shall not make use of, disseminate or in any way disclose any such information; provided, further, that the Company shall not be required to offer such opportunity (A) to such Holders if the Holders, together with their Affiliates, do not offer a minimum of $15 million of Common Share Registrable Securities, in the aggregate (determined by multiplying the number of Common Share Registrable Securities owned by the average of the closing price on the National Securities Exchange for the shares of Common Stock for the ten (10) trading days preceding the date of such notice), or such lesser amount if it constitutes the remaining holdings of the Holder and its Affiliates, or (B) to such Holders if and to the extent that the Company Partnership has been advised by the Managing Underwriter that the inclusion of Common Share Registrable Securities for sale for the benefit of such the Holders will have an a material adverse effect on the price, timing or distribution of the shares of Common Stock Units in such the Underwritten Offering, then the amount of Common Share Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.02(b). Each Piggyback Notice The notice required to be provided in this Section 2.02(a) to Holders shall be provided to Holders on a Business Day pursuant to Section 3.01 and receipt of such notice shall be confirmed and kept confidential by the Holders until either (x) such proposed Underwritten Offering has been publicly announced by the Company or (y) the Holders have received notice from the Company that such proposed Underwritten Offering has been abandoned, which the Company shall provide to the Holders reasonably promptly after the final decision to abandon a proposed Underwritten Offering has been madehereof. Each such Holder will shall then have four (4) three Business Days (or two (2) Business Days after receiving such notice to request inclusion of Registrable Securities in connection with any overnight or bought the Underwritten Offering) , except that such Holder shall have one Business Day after such Piggyback Notice has been delivered Holder confirms receipt of the notice to request in writing to the Company the inclusion of Common Share Registrable Securities in the Underwritten Offering for Other Holdersin the case of a “bought deal” or “overnight transaction” where no preliminary prospectus is used. If no request for inclusion from a Holder is received by the Company within the specified time or if a Holder states in its response to the Piggyback Notice that it declines the opportunity to include Registrable Securities in the Underwritten Offeringtime, each such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of the Company’s its intention to undertake an Underwritten Offering for Other Holders and prior to the pricing closing of such Underwritten Offering, the Partnership shall determine for any reason not to undertake or to delay such Underwritten Offering is terminated or delayed pursuant to the provisions of this AgreementOffering, the Company Partnership may, at its election, give written notice of such determination to the Selling Holders and, (1x) in the case of a termination of determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, and (2y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to withdraw such Selling Each Holder’s request for inclusion rights under this Section 2.02(a) shall terminate when such Holder (together with any Affiliates of such Selling Holder’s Common Share Registrable Securities in such Underwritten Offering by giving written notice to ) holds less than $15 million of Purchased Units, based on the Company purchase price per unit under the Purchase Agreement. Notwithstanding the foregoing, any Holder holding greater than $15 million of such withdrawal at least one (1) Business Day prior to Purchased Units, based on the time of pricing of such Underwritten Offering. Any Holder purchase price per unit under the Purchase Agreement, may deliver written notice (a an “Piggyback Opt-Opt Out Notice”) to the Company Partnership requesting that such Holder not receive notice from the Company Partnership of any proposed Underwritten Offering for Other HoldersOffering; provided, howeverthat, that such Holder may later revoke any such Piggyback Opt-Opt Out Notice in writingNotice. Following receipt of a Piggyback Opt-an Opt Out Notice from a Holder (unless subsequently revoked), the Company Partnership shall not be required to deliver any notice to such Holder pursuant to this Section 2.02(a) and such Holder shall no longer be entitled to participate in Underwritten Offerings for Other Holders by the Partnership pursuant to this Section 2.02(a), unless such Piggyback Opt-Out Notice is revoked by such Holder. The Holders listed on Schedule B shall each be deemed to have delivered a Piggyback Opt-Out Notice as of the date hereof.

Participation. If Within twenty (20) days after receipt of the Issuance Notice, each Investor may elect to purchase or otherwise acquire, at any time the price and on the terms specified in the Issuance Notice, up to that portion of such New Securities which equals the proportion that the number of Ordinary Shares ( assuming full conversion and exercise of all convertible or exercisable securities of the Company proposes to file (iheld by such Investor) a Registration Statement (other than a Registration Statement contemplated then held by Section 2.01(a)) on behalf of any other Person who has or has been granted registration rights related to an Underwritten Offering (the “Other Holder”), or (ii) a prospectus supplement relating such Investor bears to the sale total number of shares Ordinary Shares then outstanding ( assuming full conversion and exercise of Common Stock by any Other Holders to an effective registration statement, so long as all convertible or exercisable securities of the Company is a WKSI at such time or, whether or not the Company is a WKSI, so long as the Common Share Registrable Securities were previously included in the underlying shelf Registration Statement or are included on an effective Registration Statement, or in any case in which Holders may participate in such offering without the filing of a post-effective amendment, in each case, for the sale of shares of Common Stock by Other Holders in an Underwritten Offering, then the Company shall give not less than four (4) Business Days’ notice (including, but not limited to, notification by electronic mailCompany) (the “Piggyback Pro Rata Portion”). Upon the expiration of such twenty (20) day period, the Company shall promptly notify in writing (the “Overallotment Notice”) each Investor that elects to purchase all the New Securities available to it ( each, a “Fully Exercising Investor”) of any other Investor’s failure to do likewise. Within ten (10) days after receipt of the Overallotment Notice, each Fully Exercising Investor shall be entitled to purchase or otherwise acquire, in addition to such proposed Underwritten Offering Investor’s Pro Rata Portion of the New Securities, any New Securities that any Investor had the right to each Holder thatpurchase or otherwise acquire pursuant to this Section 8 but which were not so subscribed for by such Investor (in the aggregate, together with its Affiliates, owns at least $15 million of Common Share Registrable Securities and such Piggyback Notice shall offer such Holder the opportunity to include in such Underwritten Offering for Other Holders such number of Common Share Registrable Securities (the “Included Registrable Unsubscribed New Securities”) as such Holder may request in writing (a “Piggyback Registration”); provided, however, that the Company shall not be required to offer such opportunity (A) to such Holders if the Holders, together with their Affiliates, do not offer a minimum of $15 million of Common Share Registrable Securitiesthat, in the aggregate (determined by multiplying event the Fully Exercising Investors elect to purchase more than the total number of Common Share Registrable Unsubscribed New Securities, each Fully Exercising Investor that elects to purchase or otherwise acquire any Unsubscribed New Securities owned by the average of the closing price on the National Securities Exchange for the shares of Common Stock for the ten (10) trading days preceding the date of such notice), or such lesser amount if it constitutes the remaining holdings of the Holder and its Affiliates, or (B) to such Holders if and to the extent that the Company has been advised by the Managing Underwriter that the inclusion of Common Share Registrable Securities for sale for the benefit of such Holders will have an adverse effect on the price, timing or distribution of the shares of Common Stock in such Underwritten Offering, then the amount of Common Share Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.02(b). Each Piggyback Notice shall be provided to Holders on a Business Day pursuant to Section 3.01 and receipt of such notice shall be confirmed and kept confidential by the Holders until either (x) such proposed Underwritten Offering has been publicly announced by the Company or (y) the Holders have received notice from the Company that such proposed Underwritten Offering has been abandoned, which the Company shall provide to the Holders reasonably promptly after the final decision to abandon a proposed Underwritten Offering has been made. Each such Holder will have four (4) Business Days (or two (2) Business Days in connection with any overnight or bought Underwritten Offering) after such Piggyback Notice has been delivered to request in writing to the Company the inclusion of Common Share Registrable Securities in the Underwritten Offering for Other Holders. If no request for inclusion from a Holder is received by the Company within the specified time or if a Holder states in its response to the Piggyback Notice that it declines the opportunity to include Registrable Securities in the Underwritten Offering, such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of the Company’s intention to undertake an Underwritten Offering for Other Holders and prior to the pricing of such Underwritten Offering, such Underwritten Offering is terminated or delayed pursuant to the provisions of this Agreement, the Company may, at its election, give written notice of such determination to the Selling Holders and, (1) in the case of a termination of such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, and (2) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to withdraw purchase or otherwise acquire that portion of the Unsubscribed New Securities which equals the proportion (the “Unsubscribed Pro Rata”) that the number of Ordinary Shares (assuming full conversion and exercise of all convertible or exercisable securities of the Company held by such Selling Holder’s request for inclusion of Fully Exercising Investor) then held by such Selling Holder’s Common Share Registrable Securities in such Underwritten Offering by giving written notice Fully Exercising Investor bears to the Company total number of Ordinary Shares (assuming full conversion and exercise of all convertible or exercisable securities of the Company) then held by all Fully Exercising Investors who wish to purchase or otherwise acquire any Unsubscribed New Securities (with any Unsubscribed New Securities remaining after such withdrawal at least one (1) Business Day prior initial calculation due to any Fully Exercising Investor not electing to purchase its full Unsubscribed Pro Rata being apportioned to the time of pricing of such Underwritten Offering. Any Holder may deliver written notice (Fully Exercising Investors that elect to purchase more than their Unsubscribed Pro Rata on a “Piggyback Opt-Out Notice”) to the Company requesting that such Holder not receive notice from the Company of any proposed Underwritten Offering for Other Holders; provided, however, that such Holder may later revoke any such Piggyback Opt-Out Notice in writing. Following receipt of a Piggyback Opt-Out Notice from a Holder (unless subsequently revoked), the Company shall not be required to deliver any notice to such Holder pursuant to this Section 2.02(a) and such Holder shall no longer be entitled to participate in Underwritten Offerings for Other Holders pursuant to this Section 2.02(aprorated basis), unless such Piggyback Opt-Out Notice another method of apportionment is revoked mutually agreed to by such Holder. The Holders listed on Schedule B shall each be deemed to have delivered a Piggyback Opt-Out Notice as of the date hereofFully Exercising Investors.

Participation. If at any time the Company Partnership proposes to file (i) a Registration Statement (other than a Registration Statement contemplated by Section 2.01(a)) on behalf of any other Person Holder, other than DRI or any of its Affiliates, who has or has been granted registration rights related to an Underwritten Offering undertaken pursuant to Section 2.03 (the “Other Holder”), or (ii) a prospectus supplement relating to the sale of shares of Common Stock Units by any Other Holders to an effective “automatic” registration statement, so long as the Company Partnership is a WKSI at such time or, whether or not the Company Partnership is a WKSI, so long as the Common Share Unit Registrable Securities were previously included in the underlying shelf Registration Statement or are included on an effective Registration Statement, or in any case in which Holders may participate in such offering without the filing of a post-effective amendment, in each case, for the sale of shares of Common Stock Units by Other Holders in an Underwritten OfferingOffering undertaken pursuant to Section 2.03, then the Company Partnership shall give not less than four (4) Business Days’ notice (including, but not limited to, including notification by electronic mail) (the “Piggyback Notice”) of such proposed Underwritten Offering to each Holder that, (together with its Affiliates, owns at least $15 million of ) owning Common Share Unit Registrable Securities and such Piggyback Notice shall offer such Holder the opportunity to include in such Underwritten Offering for Other Holders such number of Common Share Unit Registrable Securities (the “Included Registrable Securities”) as such Holder may request in writing (a “Piggyback Registration”); provided, however, that the Company Partnership shall not be required to offer such opportunity (A) to such Holders if the Holders, together with their Affiliates, do not offer a minimum of $15 25 million of Common Share Unit Registrable Securities, in the aggregate (determined by multiplying the number of Common Share Unit Registrable Securities owned by the average of the closing price on the National Securities Exchange Average VWAP for the shares of Common Stock for the ten (10) trading days 10 Trading Days preceding the date of such notice), or such lesser amount if it constitutes the remaining holdings of the Holder and its Affiliates, or or, (B) to such Holders if and to the extent that the Company Partnership has been advised by the Managing Underwriter that the inclusion of Common Share Unit Registrable Securities for sale for the benefit of such Holders will have an adverse effect on the price, timing or distribution of the shares of Common Stock Units in such Underwritten Offering, then in which case the amount of Common Share Unit Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.02(b). Each Piggyback Notice shall be provided to Holders on a Business Day pursuant to Section 3.01 and receipt of such notice shall be confirmed and kept confidential by the Holders until either (x) such proposed Underwritten Offering has been publicly announced by the Company Partnership or (y) the Holders have received notice from the Company Partnership that such proposed Underwritten Offering has been abandoned, which the Company Partnership shall provide to the Holders reasonably promptly after the final decision to abandon a proposed Underwritten Offering has been made. Each such Holder will have four (4) Business Days (or two (2) Business Days in connection with any overnight or bought Underwritten Offering) after such Piggyback Notice has been delivered to request in writing to the Company Partnership the inclusion of Common Share Unit Registrable Securities in the Underwritten Offering for Other HoldersOffering. If no request for inclusion from a Holder is received by the Company Partnership within the specified time or if a Holder states in its response to the Piggyback Notice that it declines the opportunity to include Registrable Securities in the Underwritten Offeringtime, such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of the CompanyPartnership’s intention to undertake an Underwritten Offering for Other Holders and prior to the pricing of such Underwritten Offering, such Underwritten Offering is terminated or delayed pursuant to the provisions of this Agreement, the Company Partnership may, at its election, give written notice of such determination to the Selling Holders and, (1) in the case of a termination of such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, and (2) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Common Share Unit Registrable Securities in such Underwritten Offering by giving written notice to the Company Partnership of such withdrawal at least one (1) Business Day prior to the time of pricing of such Underwritten Offering. Any Holder may deliver written notice (a “Piggyback Opt-Out Notice”) to the Company Partnership requesting that such Holder not receive notice from the Company Partnership of any proposed Underwritten Offering for Other HoldersOffering; provided, however, that such Holder may later revoke any such Piggyback Opt-Out Notice in writing. Following receipt of a Piggyback Opt-Out Notice from a Holder (unless subsequently revoked), the Company Partnership shall not be required to deliver any notice to such Holder pursuant to this Section 2.02(a) and such Holder shall no longer be entitled to participate in Underwritten Offerings for Other Holders pursuant to this Section 2.02(a), unless such Piggyback Opt-Out Notice is revoked by such Holder. The Holders listed on Schedule B shall each be deemed to have delivered a Piggyback Opt-Out Notice as of the date hereof.

Participation. If at any time the Company Partnership proposes to file (i) a Registration Statement (other than a Registration Statement contemplated by Section 2.01(a)) on behalf of any other Person who has or has been granted registration rights related to an Underwritten Offering (the “Other Holder”), statement or (ii) a prospectus supplement relating to the sale of shares of Common Stock by any Other Holders to an effective registration statement, so long as the Company is a WKSI at such time or, whether or not the Company is a WKSI, so long as the Common Share Registrable Securities were previously Shelf Registration Statement and Holders may be included in the underlying shelf Registration Statement or are included on an effective Registration Statement, or in any case in offering to which Holders may participate in such offering prospectus supplement relates without the filing of a post-effective amendmentamendment to such Shelf Registration Statement, in each case, for the sale of shares of Common Stock by Other Holders Units in an Underwritten Offering for its own account and/or another Person, then as soon as practicable following the engagement of counsel by the Partnership to prepare the documents to be used in connection with such Underwritten Offering, then the Company Partnership shall give not less than four (4) Business Days’ notice (including, but not limited to, including notification by electronic mail) (the “Piggyback Notice”email) of such proposed Underwritten Offering to each Holder that, together with its Affiliates, owns holding at least $15 million 2% of Common Share the then-outstanding Registrable Securities and such Piggyback Notice notice shall offer such Holder Holders the opportunity to include in such Underwritten Offering for Other Holders such number of Common Share Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writing (a “Piggyback Registration”)writing; provided, however, that the Company shall not be required to offer such opportunity (A) to such Holders if the Holders, together with their Affiliates, do not offer a minimum of $15 million of Common Share Registrable Securities, in the aggregate (determined by multiplying the number of Common Share Registrable Securities owned by the average of the closing price on the National Securities Exchange for the shares of Common Stock for the ten (10) trading days preceding the date of such notice), or such lesser amount if it constitutes the remaining holdings of the Holder and its Affiliates, or (B) to such Holders if and to the extent that the Company Partnership has been advised by the Managing Underwriter that the inclusion of Common Share Registrable Securities for sale for the benefit of such the Holders will have an adverse effect on the price, timing or distribution of the shares of Common Stock Units in such the Underwritten Offering, then (A) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter, the Partnership shall not be required to offer such opportunity to the Holders or (B) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter, then the amount of Common Share Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.02(b2.03(b). Each Piggyback Notice shall be provided to Holders on a Business Day pursuant Subject to Section 3.01 and receipt of 2.03(b), the Partnership shall include in such notice shall be confirmed and kept confidential by the Holders until either (x) such proposed Underwritten Offering has been publicly announced by the Company or (y) the Holders have received notice from the Company that all such proposed Underwritten Offering has been abandoned, Registrable Securities with respect to which the Company shall provide to the Holders reasonably promptly after the final decision to abandon a proposed Underwritten Offering Partnership has been made. Each such Holder will have four (4) Business Days (or received requests within two (2) Business Days (or one (1) Business Day in connection with any overnight a “bought deal” or bought an “overnight” Underwritten Offering) after such Piggyback Notice the Partnership’s notice has been delivered to request in writing to the Company the inclusion of Common Share Registrable Securities in the Underwritten Offering for Other Holdersaccordance with Section 3.01. If no written request for inclusion from a Holder is received by the Company within the specified time or if a Holder states in its response to the Piggyback Notice that it declines the opportunity to include Registrable Securities in the Underwritten Offeringtime, each such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of the Company’s its intention to undertake an Underwritten Offering for Other Holders and prior to the pricing closing of such Underwritten Offering, the Partnership shall determine for any reason not to undertake or to delay such Underwritten Offering is terminated or delayed pursuant to the provisions of this AgreementOffering, the Company Partnership may, at its election, give written notice of such determination to the Selling Holders and, (1x) in the case of a termination of determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, Offering and (2y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Common Share Registrable Securities in such Underwritten Offering by giving written notice to the Company Partnership of such withdrawal at least one (1) Business Day or prior to the time of pricing of such Underwritten Offering. Any Holder may deliver written notice (a “Piggyback Opt-Out Notice”) to the Company requesting that such Holder not receive notice from the Company of any proposed Underwritten Offering for Other Holders; provided, however, that such Holder may later revoke any such Piggyback Opt-Out Notice in writing. Following receipt of a Piggyback Opt-Out Notice from a Holder (unless subsequently revoked), the Company shall not be required to deliver any notice to such Holder pursuant to this Section 2.02(a) and such Holder shall no longer be entitled to participate in Underwritten Offerings for Other Holders pursuant to this Section 2.02(a), unless such Piggyback Opt-Out Notice is revoked by such Holder. The Holders listed on Schedule B shall each be deemed to have delivered a Piggyback Opt-Out Notice as of the date hereof.

Participation. If at any time the Company Partnership proposes to file (i) a Registration Statement (shelf registration statement other than a the Registration Statement contemplated by Section 2.01(a)) on behalf of any other Person who has or has been granted registration rights related to an Underwritten Offering (the “Other Holder”), or (ii) a prospectus supplement relating to the sale of shares of Common Stock by any Other Holders to an effective shelf registration statement, so long as other than the Company is a WKSI at such time or, whether or not the Company is a WKSI, so long as the Common Share Registrable Securities were previously included in the underlying shelf Registration Statement or are included on an effective Registration Statement, or in any case in which contemplated by Section 2.01(a) of this Agreement and Holders may participate in such offering be included without the filing of a post-effective amendmentamendment thereto, or (iii) a registration statement, other than a shelf registration statement, in each case, for the sale of shares Common Units in an Underwritten Offering for its own account and/or another Person, then as soon as practicable following the engagement of Common Stock counsel by Other Holders the Partnership to prepare the documents to be used in connection with an Underwritten Offering, then the Company Partnership shall give not less than four (4) Business Days’ notice (including, but not limited to, notification by electronic mail) (the “Piggyback Notice”) of such proposed Underwritten Offering to each Holder that, (together with its Affiliates, owns ) holding at least $15 10.0 million of Common Share the then-outstanding Registrable Securities (based on the Purchase Price per Common Unit under the Purchase Agreement) and such Piggyback Notice notice shall offer such Holder Holders the opportunity to include in such Underwritten Offering for Other Holders such number of Common Share Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writing (a “Piggyback Registration”)writing; provided, however, that the Company shall not be required to offer such opportunity (A) to such Holders if the Holders, together with their Affiliates, do not offer a minimum of $15 million of Common Share Registrable Securities, in the aggregate (determined by multiplying the number of Common Share Registrable Securities owned by the average of the closing price on the National Securities Exchange for the shares of Common Stock for the ten (10) trading days preceding the date of such notice), or such lesser amount if it constitutes the remaining holdings of the Holder and its Affiliates, or (B) to such Holders if and to the extent that the Company Partnership has been advised by the Managing Underwriter that the inclusion of Common Share Registrable Securities for sale for the benefit of such the Holders will have an adverse effect on the price, timing or distribution of the shares of Common Stock Units in such the Underwritten Offering, then (A) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter, the Partnership shall not be required to offer such opportunity to the Holders or (B) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter, then the amount of Common Share Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.02(b). Each Piggyback Notice Any notice required to be provided in this Section 2.02(a) to Holders shall be provided to Holders on a Business Day pursuant to Section 3.01 hereof and receipt of such notice shall be confirmed and kept confidential by the Holders until either (x) such proposed Underwritten Offering has been publicly announced by the Company or (y) the Holders have received notice from the Company that such proposed Underwritten Offering has been abandoned, which the Company shall provide to the Holders reasonably promptly after the final decision to abandon a proposed Underwritten Offering has been madeHolder. Each such Holder will shall then have four (4) Business Days (or two (2) Business Days (or one (1) Business Day in connection with any overnight or bought Underwritten Offering) after such Piggyback Notice notice has been delivered to request in writing to the Company the inclusion of Common Share Registrable Securities in the Underwritten Offering for Other HoldersOffering. If no written request for inclusion from a Holder is received by the Company within the specified time or if a Holder states in its response to the Piggyback Notice that it declines the opportunity to include Registrable Securities in the Underwritten Offeringtime, each such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of the Company’s its intention to undertake an Underwritten Offering for Other Holders and prior to the pricing closing of such Underwritten Offering, the Partnership shall determine for any reason not to undertake or to delay such Underwritten Offering is terminated or delayed pursuant to the provisions of this AgreementOffering, the Company Partnership may, at its election, give written notice of such determination to the Selling Holders and, (1x) in the case of a termination of determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, and (2y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Common Share Registrable Securities in such Underwritten Offering by giving written notice to the Company Partnership of such withdrawal at least one (1) Business Day or prior to the time of pricing of such Underwritten Offering. Any Holder may deliver written notice (a an “Piggyback Opt-Out Notice”) to the Company Partnership requesting that such Holder not receive notice from the Company Partnership of any proposed Underwritten Offering for Other HoldersOffering; provided, however, that such Holder may later revoke any such Piggyback Opt-Out Notice in writing. Following receipt of a Piggyback an Opt-Out Notice from a Holder (unless subsequently revoked), the Company Partnership shall not be required to deliver any notice to such Holder pursuant to this Section 2.02(a) and such Holder shall no longer be entitled to participate in Underwritten Offerings for Other Holders by the Partnership pursuant to this Section 2.02(a), unless such Piggyback Opt-Out Notice is revoked by such Holder. The Holders listed indicated on Schedule B A hereto as having opted out shall each be deemed to have delivered a Piggyback an Opt-Out Notice as of the date hereof.

Participation. If at any time the Company CEI proposes to file (i) a Registration Statement (prospectus supplement to an effective shelf registration statement, other than a the Registration Statement contemplated by Section 2.01(a)) on behalf 2.01 of any other Person who has or has been granted registration rights related to an Underwritten Offering (the “Other Holder”)this Agreement, or (ii) a prospectus supplement relating to the sale of shares of Common Stock by any Other Holders to an effective registration statement, so long as the Company is other than a WKSI at such time or, whether or not the Company is a WKSI, so long as the Common Share Registrable Securities were previously included in the underlying shelf Registration Statement or are included on an effective Registration Statement, or in any case in which Holders may participate in such offering without the filing of a post-effective amendmentregistration statement, in each either case, for the sale of shares of Common Stock by Other Holders in an Underwritten OfferingOffering for its own account, then the Company shall give as soon as practicable but not less than four three Business Days prior to the filing of (4x) Business Days’ any preliminary prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(b) under the Securities Act, (y) the prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(b) under the Securities Act (if no preliminary prospectus supplement is used) or (z) such registration statement, as the case may be, then CEI shall give notice (including, but not limited to, notification by electronic mail) (the “Piggyback Notice”) of such proposed Underwritten Offering to each Holder that, together with its Affiliates, owns at least $15 million of Common Share Registrable Securities the Holders and such Piggyback Notice notice shall offer such Holder the Holders the opportunity to include in such Underwritten Offering for Other Holders such number of Common Share Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writing (a “Piggyback Registration”)writing; provided, however, that the Company shall not be required to offer such opportunity (A) to such Holders if the Holders, together with their Affiliates, do not offer a minimum of $15 million of Common Share Registrable Securities, in the aggregate (determined by multiplying the number of Common Share Registrable Securities owned by the average of the closing price on the National Securities Exchange for the shares of Common Stock for the ten (10) trading days preceding the date of such notice), or such lesser amount if it constitutes the remaining holdings of the Holder and its Affiliates, or (B) to such Holders if and to the extent that the Company CEI has been advised by the Managing Underwriter that the inclusion of Common Share Registrable Securities for sale for the benefit of such the Holders will have an a material adverse effect on the price, timing or distribution of the shares of Common Stock in such the Underwritten Offering, then the amount of Common Share Registrable Securities to be offered for the accounts account of Holders shall be determined based on the provisions of Section 2.02(b)) of this Agreement. Each Piggyback Notice The notice required to be provided in this Section 2.02(a) to Holders shall be provided to Holders on a Business Day pursuant to Section 3.01 hereof and receipt of such notice shall be confirmed and kept confidential by the Holders until either (x) such proposed Underwritten Offering has been publicly announced by the Company or (y) the Holders have received notice from the Company that such proposed Underwritten Offering has been abandoned, which the Company shall provide to the Holders reasonably promptly after the final decision to abandon a proposed Underwritten Offering has been madeHolder. Each such Holder will shall then have four (4) three Business Days (or two (2) Business Days after receiving such notice to request inclusion of Registrable Securities in connection with any overnight or bought the Underwritten Offering) , except that such Holder shall have one Business Day after such Piggyback Notice has been delivered Holder confirms receipt of the notice to request in writing to the Company the inclusion of Common Share Registrable Securities in the Underwritten Offering for Other Holdersin the case of a “bought deal”, “registered direct offering” or “overnight transaction” where no preliminary prospectus is used. If no request for inclusion from a Holder is received by the Company within the specified time or if a Holder states in its response to the Piggyback Notice that it declines the opportunity to include Registrable Securities in the Underwritten Offeringtime, such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of the Company’s its intention to undertake an Underwritten Offering for Other Holders and prior to the pricing closing of such Underwritten Offering, CEI shall determine for any reason not to undertake or to delay such Underwritten Offering is terminated or delayed pursuant to the provisions of this AgreementOffering, the Company CEI may, at its election, give written notice of such determination to the Selling Holders and, (1x) in the case of a termination of determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, and (2y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Common Share Registrable Securities in such Underwritten Offering offering by giving written notice to the Company CEI of such withdrawal at least one (1) Business Day prior up to and including the time of pricing of such offering. No Holder shall be entitiled to participate in any such Underwritten OfferingOffering under this Section 2.02(a) unless such Holder (together with any Affiliate of such Holder) participating therein held at least $10,000,000 of Common Stock as of the Closing Date, based on a valuation price of $0.7164 per share of Common Stock. Any Notwithstanding the foregoing, any Holder may deliver written notice (a an “Piggyback Opt-Opt Out Notice”) to the Company CEI requesting that such Holder not receive notice from the Company CEI of any proposed Underwritten Offering for Other HoldersOffering; provided, however, that such Holder may later revoke any such Piggyback Opt-Out Notice in writing. Following receipt of a Piggyback Opt-Out Notice from a Holder (unless subsequently revoked), the Company shall not be required to deliver any notice to such Holder pursuant to this Section 2.02(a) and such Holder shall no longer be entitled to participate in Underwritten Offerings for Other Holders pursuant to this Section 2.02(a), unless such Piggyback Opt-Out Notice is revoked by such Holder. The Holders listed on Schedule B shall each be deemed to have delivered a Piggyback Opt-Out Notice as of the date hereofnotice.

Participation. If If, at any time or from time to time after the date hereof, the Company proposes shall determine to file (i) a Registration Statement (other than a Registration Statement contemplated by Section 2.01(a)) on behalf register the sale of any other Person who has of its securities or has been granted registration rights related to conduct an offering of registered securities in connection with an Underwritten Offering (the “Other Holder”), or (ii) a prospectus supplement relating of its securities to the sale general public for cash on a form which would permit the registration or offering of shares of Common Stock by any Other Holders to an effective registration statement, so long as the Company is a WKSI at such time or, whether or not the Company is a WKSI, so long as the Common Share Registrable Securities were previously included in secondary sales (including, for the underlying shelf Registration Statement or are included on an effective avoidance of doubt, pursuant to a Shelf Registration Statement, or in any case in which Holders may participate in such offering without the filing of a post-effective amendment), in each case, for the sale of shares of Common Stock by Other Holders in an Underwritten Offeringits own account and/or another Person, then the Company shall give not less than four (4) three Business Days’ Days advance notice (including, but not limited to, notification by electronic e-mail) (the ; such notice, a “Piggyback Notice”) of such proposed registration or Underwritten Offering to each Holder thatHolder, together with its Affiliates, owns at least $15 million of Common Share Registrable Securities and such Piggyback Notice notice shall offer such Holder the opportunity to include participate in any such registration or Underwritten Offering for Other Holders and to include therein such number of Common Share Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writing (a “Piggyback Registration”); provided, however, that the Company shall not be required to offer such opportunity (A) to such Holders if the Holders, together with their Affiliates, do not offer a minimum of $15 million of Common Share Registrable Securities, in the aggregate (determined by multiplying the number of Common Share Registrable Securities owned by the average of the closing price on the National Securities Exchange for the shares of Common Stock for the ten (10) trading days preceding the date of such notice), or such lesser amount if it constitutes the remaining holdings of the Holder and its Affiliates, or (B) to such Holders if and to the extent that the Company has been advised by the Managing Underwriter that the inclusion of Common Share Registrable Securities for sale for the benefit of such the Holders will have an material and adverse effect on the offering price, timing or probability of success of the distribution of the shares of Common Stock in such the Underwritten Offering, then the amount of Common Share Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.02(b2.2(b). If the Company is not required to offer the opportunity for a Piggyback Registration in respect of a proposed Underwritten Offering as a result of the circumstance described in the immediately preceding sentence, then the Company shall nevertheless be required to furnish to such Holders the Piggyback Notice in respect of such proposed Underwritten Offering, which notice shall describe the Company’s intention to conduct an Underwritten Offering and, if the determination described in the immediately preceding sentence has been made at the time that the Piggyback Notice is required to be given by the Company, shall include notification that the Holders do not have the opportunity to include Registrable Securities in such Underwritten Offering because the Company has been advised by the Managing Underwriter in writing that the inclusion of Registrable Securities for sale for the benefit of the Holders will have a material and adverse effect on the offering price, timing or probability of success of the distribution of the Common Stock in the Underwritten Offering. If the Company is so advised by the Managing Underwriter after the Piggyback Notice has been given, then the Company shall notify the Holders who were provided such Piggyback Notice (or if the five Business Day period referred to in the next sentence has lapsed, the Holders who have timely elected to include Registrable Securities in such offering) in writing of such circumstance and the aggregate number of Registrable Securities, if any, that can be included in such offering. Each Piggyback Notice shall be provided to Holders on a Business Day pursuant to Section 3.01 3.1 hereof and confirmation of receipt of such notice shall be confirmed requested in the notice, and kept confidential by the Holders until either (x) such proposed Underwritten Offering has been publicly announced by the Company or (y) the Holders have received notice from the Company that such proposed Underwritten Offering has been abandoned, which the Company shall provide to the Holders reasonably promptly after the final decision to abandon a proposed Underwritten Offering has been made. Each such each Holder will have four (4) five Business Days (or, in the case of an “overnight” offering or two (2) a “bought deal,” one Business Days in connection with any overnight or bought Underwritten OfferingDay) after such a Piggyback Notice has been delivered to request in writing to the Company the inclusion of Common Share Registrable Securities in the Underwritten Offering for Other HoldersPiggyback Registration referenced therein. If no request for inclusion from a Holder is received by the Company within the specified time or if a Holder states in its response to the Piggyback Notice that it declines the opportunity to include Registrable Securities in the Underwritten Offeringtime, such Holder shall have no further right to participate in such Underwritten OfferingPiggyback Registration. If, at any time after giving written notice of the Company’s its intention to undertake an Underwritten Offering for Other Holders and prior to the pricing closing of such Underwritten Offering, the Company shall determine for any reason not to undertake or to delay such Underwritten Offering is terminated or delayed pursuant to the provisions of this AgreementOffering, the Company may, at its election, give written notice of such determination to the Selling Holders and, (1x) in the case of a termination of determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, and (2y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Common Share Registrable Securities in such Underwritten Offering by giving written notice to the Company of such withdrawal at least one (1) Business Day prior up to and including the time of pricing of such Underwritten Offeringoffering. Any Holder may deliver written notice (a “Piggyback Opt-Out Notice”) to the Company requesting that such Holder not receive notice from the Company of any proposed Underwritten Offering for Other HoldersOffering; provided, however, that such Holder may later revoke any such Piggyback Opt-Out Notice in writing. Following receipt of a Piggyback Opt-Out Notice from a Holder (unless subsequently revoked)Holder, the Company shall not be required to deliver any notice to such Holder pursuant to this Section 2.02(a2.2(a) and such Holder shall no longer be entitled to participate in Underwritten Offerings for Other Holders by the Company pursuant to this Section 2.02(a2.2(a), unless such Piggyback Opt-Out Notice is revoked by such Holder. The Holders listed on Schedule B shall each be deemed to have delivered a Piggyback Opt-Out Notice as of the date hereof.

Participation. If at any time the Company Concho proposes to file (i) a Registration Statement (prospectus supplement to an effective shelf registration statement, other than a the Registration Statement contemplated by Section 2.01(a)) on behalf 2.01 of any other Person who has or has been granted registration rights related to an Underwritten Offering (the “Other Holder”)this Agreement, or (ii) a prospectus supplement relating to the sale of shares of Common Stock by any Other Holders to an effective registration statement, so long as the Company is other than a WKSI at such time or, whether or not the Company is a WKSI, so long as the Common Share Registrable Securities were previously included in the underlying shelf Registration Statement or are included on an effective Registration Statement, or in any case in which Holders may participate in such offering without the filing of a post-effective amendmentregistration statement, in each either case, for the sale of shares of Common Stock by Other Holders in an Underwritten OfferingOffering for its own account and/or another Person, then the Company shall give as soon as practicable but not less than four three Business Days prior to the filing of (4x) Business Days’ any preliminary prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(b) under the Securities Act, (y) the prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(b) under the Securities Act (if no preliminary prospectus supplement is used) or (z) such registration statement, as the case may be, then Concho shall give notice (including, but not limited to, notification by electronic mail) (the “Piggyback Notice”) of such proposed Underwritten Offering to each Holder that, together with its Affiliates, owns at least $15 million of Common Share Registrable Securities the Holders and such Piggyback Notice notice shall offer such Holder the Holders the opportunity to include in such Underwritten Offering for Other Holders such number of Common Share Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writing (a “Piggyback Registration”)writing; provided, however, that the Company shall not be required to offer such opportunity (A) to such Holders if the Holders, together with their Affiliates, do not offer a minimum of $15 million of Common Share Registrable Securities, in the aggregate (determined by multiplying the number of Common Share Registrable Securities owned by the average of the closing price on the National Securities Exchange for the shares of Common Stock for the ten (10) trading days preceding the date of such notice), or such lesser amount if it constitutes the remaining holdings of the Holder and its Affiliates, or (B) to such Holders if and to the extent that the Company Concho has been advised by the Managing Underwriter that the inclusion of Common Share Registrable Securities for sale for the benefit of such the Holders will have an a material adverse effect on the price, timing or distribution of the shares of Common Stock in such the Underwritten Offering, then the amount of Common Share Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.02(b)) of this Agreement. Each Piggyback Notice The notice required to be provided in this Section 2.02(a) to Holders shall be provided to Holders on a Business Day pursuant to Section 3.01 hereof and receipt of such notice shall be confirmed and kept confidential by the Holders until either (x) such proposed Underwritten Offering has been publicly announced by the Company or (y) the Holders have received notice from the Company that such proposed Underwritten Offering has been abandoned, which the Company shall provide to the Holders reasonably promptly after the final decision to abandon a proposed Underwritten Offering has been madeHolder. Each such Holder will shall then have four (4) three Business Days (or two (2) Business Days after receiving such notice to request inclusion of Registrable Securities in connection with any overnight or bought the Underwritten Offering) , except that such Holder shall have one Business Day after such Piggyback Notice has been delivered Holder confirms receipt of the notice to request in writing to the Company the inclusion of Common Share Registrable Securities in the Underwritten Offering for Other Holdersin the case of a “bought deal” or “overnight transaction” where no preliminary prospectus is used. If no request for inclusion from a Holder is received by the Company within the specified time or if a Holder states in its response to the Piggyback Notice that it declines the opportunity to include Registrable Securities in the Underwritten Offeringtime, such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of the Company’s its intention to undertake an Underwritten Offering for Other Holders and prior to the pricing closing of such Underwritten Offering, Concho shall determine for any reason not to undertake or to delay such Underwritten Offering is terminated or delayed pursuant to the provisions of this AgreementOffering, the Company Concho may, at its election, give written notice of such determination to the Selling Holders and, (1x) in the case of a termination of determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, and (2y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Common Share Registrable Securities in such Underwritten Offering offering by giving written notice to the Company Concho of such withdrawal at least one (1) Business Day prior up to and including the time of pricing of such Underwritten Offeringoffering. Any Each Holder’s rights under this Section 2.02(a) shall terminate when such Holder (together with any Affiliates of such Holder) holds less than $5 million of Purchased Common Stock, based on the Commitment Amounts. Notwithstanding the foregoing, any Holder may deliver written notice (a an “Piggyback Opt-Opt Out Notice”) to the Company Concho requesting that such Holder not receive notice from the Company Concho of any proposed Underwritten Offering for Other Holders; provided, however, that such Holder may later revoke any such Piggyback Opt-Out Notice in writing. Following receipt of a Piggyback Opt-Out Notice from a Holder (unless subsequently revoked), the Company shall not be required to deliver any notice to such Holder pursuant to this Section 2.02(a) and such Holder shall no longer be entitled to participate in Underwritten Offerings for Other Holders pursuant to this Section 2.02(a), unless such Piggyback Opt-Out Notice is revoked by such Holder. The Holders listed on Schedule B shall each be deemed to have delivered a Piggyback Opt-Out Notice as of the date hereofOffering.

Participation. If Commencing on the conversion of the Purchased Units to Common Units, if Crosstex at any time the Company proposes to file (i) a prospectus supplement to an effective Shelf Registration Statement (other than a Registration Statement contemplated by Section 2.01(a)) on behalf of any other Person who has or has been granted registration rights related with respect to an Underwritten Offering of Common Units for its own account or to register any Common Units for its own account for sale to the public in an Underwritten Offering or otherwise file any registration statement with the Commission relating to any Underwritten Offering of Common Units other than (the “Other Holder”), x) a registration statement on Form S-8 (or any successor form) relating solely to employee benefit plans or (iiy) a prospectus supplement registration statement on Form S-4 (or any successor form) relating solely to a Rule 145 transaction, then, as soon as practicable following the sale engagement of shares of Common Stock by any Other Holders counsel to an effective registration statement, so long as Crosstex to prepare the Company is a WKSI at such time or, whether or not the Company is a WKSI, so long as the Common Share Registrable Securities were previously included documents to be used in the underlying shelf Registration Statement or are included on an effective Registration Statement, or in any case in which Holders may participate in such offering without the filing of a post-effective amendment, in each case, for the sale of shares of Common Stock by Other Holders in connection with an Underwritten Offering, then the Company Crosstex shall give not less than four (4) Business Days’ notice (including, but not limited to, notification by electronic mail) (the “Piggyback Notice”) of such proposed Underwritten Offering to each Holder thatthe Holders, together with its Affiliates, owns at least $15 million of Common Share Registrable Securities and such Piggyback Notice notice shall offer such Holder the Holders the opportunity to include in such Underwritten Offering for Other Holders such number of Common Share Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writing (a “Piggyback Registration”); provided, however, that the Company Crosstex shall not be required to offer such opportunity (A) to such Holders if (i) the Holders, together with their Affiliates, Holders do not offer a minimum of $15 million 5,000,000 of Common Share Registrable Securities and Other Registrable Securities, in the aggregate aggregate, (determined by multiplying the number of Common Share Registrable Securities and Other Registrable Securities owned by the average of the closing price on the National Securities Exchange NASDAQ for the shares of Common Stock Units for the ten (10) trading days preceding the date of such notice), or such lesser amount if it constitutes the remaining holdings of the Holder and its Affiliates, or (B. The notice required to be provided in this Section 2.2(a) to such Holders if and to the extent that the Company has been advised by the Managing Underwriter that the inclusion of Common Share Registrable Securities for sale for the benefit of such Holders will have an adverse effect on the price, timing or distribution of the shares of Common Stock in such Underwritten Offering, then the amount of Common Share Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.02(b). Each Piggyback Notice shall be provided to Holders on a Business Day pursuant to Section 3.01 3.1 hereof and receipt of such notice shall be confirmed and kept confidential by the Holders until either (x) such proposed Underwritten Offering has been publicly announced by the Company or (y) the Holders Holder. Holder shall then have received notice from the Company that such proposed Underwritten Offering has been abandoned, which the Company shall provide to the Holders reasonably promptly after the final decision to abandon a proposed Underwritten Offering has been made. Each such Holder will have four (4) Business Days (or two (2) Business Days in connection with any overnight or bought Underwritten Offering) after such Piggyback Notice has been delivered to request in writing to the Company the inclusion of Common Share Registrable Securities in the Underwritten Offering for Other HoldersOffering. If no request for inclusion from a Holder is received by the Company within the specified time or if a Holder states in its response to the Piggyback Notice that it declines the opportunity to include Registrable Securities in the Underwritten Offeringtime, such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of the Company’s intention to undertake an Underwritten Offering for Other Holders and prior to the pricing of such Underwritten Offering, such Underwritten Offering is terminated or delayed pursuant to the provisions of this Agreement, the Company may, at its election, give written notice of such determination to the Selling Holders and, (1) in the case of a termination of such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, and (2) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Common Share Registrable Securities in such Underwritten Offering by giving written notice to the Company of such withdrawal at least one (1) Business Day prior to the time of pricing of such Underwritten Offering. Any Holder may deliver written notice (a “Piggyback Opt-Out Notice”) to the Company requesting that such Holder not receive notice from the Company of any proposed Underwritten Offering for Other Holders; provided, however, that such Holder may later revoke any such Piggyback Opt-Out Notice in writing. Following receipt of a Piggyback Opt-Out Notice from a Holder (unless subsequently revoked), the Company shall not be required to deliver any notice to such Holder pursuant to this Section 2.02(a) and such Holder shall no longer be entitled to participate in Underwritten Offerings for Other Holders pursuant to this Section 2.02(a), unless such Piggyback Opt-Out Notice is revoked by such Holder. The Holders listed on Schedule B shall each be deemed to have delivered a Piggyback Opt-Out Notice as of the date hereof.Piggyback

Participation. If at any time the Company Partnership proposes to file (i) a Registration Statement (other than a Registration Statement contemplated by Section 2.01(a)) on behalf of any other Person Persons who has have or has have been granted registration rights related to an Underwritten Offering by the Partnership (the “Other HolderHolders”), ) or (ii) a prospectus supplement relating to the sale of shares of Common Stock Units by any Other Holders pursuant to an effective “automatic” registration statement, so long as the Company Partnership is a WKSI at such time or, whether or not the Company Partnership is a WKSI, so long as the Common Share Registrable Securities were previously included in the underlying shelf Registration Statement or are included on an effective Registration Statement, or in any other case in which Holders may participate in such offering without the filing of a post-effective amendmentamendment of a registration statement, in each case, for the sale of shares of Common Stock Units by Other Holders in an Underwritten OfferingOffering (including an Underwritten Offering undertaken pursuant to Section 2.03), then the Company Partnership shall give not less than four (4) three Business Days’ notice (including, but not limited to, notification by electronic mail) (the “Piggyback Notice”) of such proposed Underwritten Offering to each Holder that, (together with its Affiliates, owns at least ) owning more than $15 100 million of Registrable Securities, calculated on the basis of the Average Common Share Registrable Securities Unit Price as of the date of the Piggyback Notice, and such Piggyback Notice shall offer such Holder the opportunity to include in such Underwritten Offering for Other Holders such number of Common Share Registrable Securities (the “Included Registrable Securities”) as such Holder may request in writing (a “Piggyback Registration”); provided, however, that the Company Partnership shall not be required to offer such opportunity (A) to such Holders if the Holders, together with their Affiliates, do not offer a minimum of $15 50 million of Common Share Registrable Securities, in the aggregate (determined by multiplying the number of Common Share Registrable Securities owned offered by the average of the closing price on the National Securities Exchange for the shares of Average Common Stock for the ten (10) trading days preceding the date of such noticeUnit Price), or such lesser amount if it constitutes the remaining holdings of the Holder and its Affiliates, or (B) to such Holders if and to the extent that the Company Partnership has been advised by the Managing Underwriter that the inclusion of Common Share Registrable Securities for sale for the benefit of such Holders will have an adverse effect on the price, timing or distribution of the shares of Common Stock Units in such Underwritten Offering, then the amount of Common Share Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.02(b). Each Piggyback Notice shall be provided to the applicable Holders on a Business Day pursuant to Section 3.01 and receipt of such notice shall be confirmed and kept confidential by the Holders until either (x) such proposed Underwritten Offering has been publicly announced by the Company or (y) the Holders have received notice from the Company that such proposed Underwritten Offering has been abandoned, which the Company shall provide to the Holders reasonably promptly after the final decision to abandon a proposed Underwritten Offering has been made3.01. Each such Holder will have four (4) two Business Days (or two (2) one Business Days Day in connection with any overnight or bought Underwritten Offering) after such Piggyback Notice has been delivered to request in writing to the Company the inclusion of Common Share Registrable Securities in the Underwritten Offering for Other Holders. If no request for inclusion from a Holder is received by the Company within the specified time or if a Holder states in its response to the Piggyback Notice that it declines the opportunity to include Registrable Securities in the Underwritten Offeringtime, such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of the Company’s its intention to undertake an Underwritten Offering for Other Holders and prior to the pricing closing of such Underwritten Offering, the Partnership shall determine for any reason not to undertake or to delay such Underwritten Offering is terminated or delayed pursuant to the provisions of this AgreementOffering, the Company Partnership may, at its election, give written notice of such determination to the Selling Holders and, (1) in the case of a termination of determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten OfferingOffering for Other Holders, and (2) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the Underwritten OfferingOffering for Other Holders. Any Selling Holder shall have the right to withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Common Share Registrable Securities in such Underwritten Offering by giving written notice to the Company Partnership of such withdrawal at least one (1) Business Day prior to the time of pricing of such Underwritten Offering. Any Holder may deliver written notice (a “Piggyback Opt-Out Notice”) to the Company Partnership requesting that such Holder not receive notice from the Company Partnership of any proposed Underwritten Offering for Other Holders; provided, however, that such Holder may later revoke any such Piggyback Opt-Out Notice in writing. Following receipt of a Piggyback Opt-Out Notice from a Holder (unless subsequently revoked), the Company Partnership shall not be required to deliver any notice to such Holder pursuant to this Section 2.02(a) and such Holder shall no longer be entitled to participate in Underwritten Offerings for Other Holders pursuant to this Section 2.02(a), unless such Piggyback Opt-Out Notice is revoked by such Holder. The Holders listed on Schedule B shall each be deemed to have delivered a Piggyback Opt-Out Notice as of the date hereof.

Participation. If at any time the Company Partnership proposes to file (i) a Registration Statement (other than a Registration Statement contemplated by Section 2.01(a2.1(a)) on behalf of any other Person who has or has been granted registration rights related to an Underwritten Offering (the “Other Holder”), or (ii) following the Series B Conversion Date, a prospectus supplement relating to the sale of shares of Common Stock by any Other Holders to an effective “automatic” registration statement, so long as the Company Partnership is a WKSI at such time or, whether or not the Company Partnership is a WKSI, so long as the Common Share Registrable Securities were previously included in the underlying shelf Registration Statement or are included on an effective Registration Statement, or in any case in which Holders may participate in such offering without the filing of a post-effective amendment, in each case, for the sale of shares of Common Stock by Other Holders Units in an Underwritten OfferingOffering for its own account and/or another Person, other than (a) a registration relating solely to employee benefit plans, (b) a registration relating solely to a Rule 145 transaction, or (c) a registration on any registration form which does not permit secondary sales, then the Company Partnership shall give not less than four (4) three Business Days’ notice (including, but not limited to, notification by electronic mail) (the “Piggyback Notice”) of such proposed Underwritten Offering to each Holder that, (together with its Affiliates, owns at least ) owning more than $15 75 million of Common Share Registrable Securities Units, calculated on the basis of the Purchased Unit Price, and such Piggyback Notice shall offer such Holder the opportunity to include in such Underwritten Offering for Other Holders such number of Common Share Registrable Securities (the “Included Registrable Securities”) as such Holder may request in writing (a “Piggyback Registration”); provided, however, that the Company Partnership shall not be required to offer such opportunity (Aaa) to such Holders if the Holders, together with their Affiliates, do not offer a minimum of $15 37.5 million of Common Share Registrable Securities, in the aggregate (determined by multiplying the number of Common Share Registrable Securities owned by the average of the closing price on the National Securities Exchange NYSE for the shares of Common Stock Units for the ten (10) trading days preceding the date of such notice), or such lesser amount if it constitutes the remaining holdings of the Holder and its Affiliates, or (Bbb) to such Holders if and to the extent that the Company Partnership has been advised by the Managing Underwriter that the inclusion of Common Share Registrable Securities for sale for the benefit of such Holders will have an adverse effect on the price, timing or distribution of the shares of Common Stock Units in such Underwritten Offering, then the amount of Common Share Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.02(b2.2(b). Each Piggyback Notice shall be provided to Holders on a Business Day pursuant to Section 3.01 and receipt of such notice shall be confirmed and kept confidential by the Holders until either (x) such proposed Underwritten Offering has been publicly announced by the Company or (y) the Holders have received notice from the Company that such proposed Underwritten Offering has been abandoned, which the Company shall provide to the Holders reasonably promptly after the final decision to abandon a proposed Underwritten Offering has been made3.1. Each such Holder will have four (4) two Business Days (or two (2) one Business Days Day in connection with any overnight or bought Underwritten Offering) after such Piggyback Notice has been delivered to request in writing to the Company the inclusion of Common Share Registrable Securities in the Underwritten Offering for Other HoldersOffering. If no request for inclusion from a Holder is received by the Company within the specified time or if a Holder states in its response to the Piggyback Notice that it declines the opportunity to include Registrable Securities in the Underwritten Offeringtime, such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of the Company’s its intention to undertake an Underwritten Offering for Other Holders and prior to the pricing closing of such Underwritten Offering, the Partnership shall determine for any reason not to undertake or to delay such Underwritten Offering is terminated or delayed pursuant to the provisions of this AgreementOffering, the Company Partnership may, at its election, give written notice of such determination to the Selling Holders and, (1AA) in the case of a termination of determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, and (2BB) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Common Share Registrable Securities in such Underwritten Offering by giving written notice to the Company Partnership of such withdrawal at least one (1) Business Day prior to the time of pricing of such Underwritten Offering. Any Holder may deliver written notice (a “Piggyback Opt-Out Notice”) to the Company Partnership requesting that such Holder not receive notice from the Company Partnership of any proposed Underwritten Offering for Other HoldersOffering; provided, however, that such Holder may later revoke any such Piggyback Opt-Out Notice in writing. Following receipt of a Piggyback Opt-Out Notice from a Holder (unless subsequently revoked), the Company Partnership shall not be required to deliver any notice to such Holder pursuant to this Section 2.02(a2.2(a) and such Holder shall no longer be entitled to participate in Underwritten Offerings for Other Holders by the Partnership pursuant to this Section 2.02(a2.2(a), unless such Piggyback Opt-Out Notice is revoked by such Holder. The Holders listed on Schedule B shall each be deemed to have delivered a Piggyback Opt-Out Notice as of the date hereof.

Participation. If at any time So long as a Holder has Registrable Securities if (x) the Company Corporation proposes to file (i) a Registration Statement (shelf registration statement other than a Registration Statement contemplated by Section 2.01(a)) registration statement on behalf of Forms S-4 or S-8 and any other Person who has or has been granted registration rights related to an Underwritten Offering (the “Other Holder”)successor forms, or (ii) a prospectus supplement to an effective Shelf Registration Statement relating to the sale of shares equity securities of Common Stock by any Other Holders to an effective registration statement, so long as the Company is a WKSI at such time or, whether or not the Company is a WKSI, so long as the Common Share Registrable Securities were previously included in the underlying shelf Registration Statement or are included on an effective Registration Statement, or in any case in which Corporation and Holders may participate in such offering be included without the filing of a post-effective amendmentamendment thereto, or (iii) a registration statement, other than a registration statement on Forms S-4 or S-8 and any successor forms, in each case, for the sale of shares of Common Stock by Other Holders Shares in an Underwritten Offering for its own account or that of another Person, or both, and (y) such filing would permit inclusion of securities pursuant to Section 2.04 of the GSO Registration Rights Agreement, then promptly following the selection of the Managing Underwriter for such Underwritten Offering, then the Company Corporation shall give not less than four (4) Business Days’ notice (including, but not limited to, notification by electronic mail) (the “Piggyback Notice”) of such proposed Underwritten Offering to each Holder that, (together with its Affiliates, owns at least $15 million of Common Share Registrable Securities ) and such Piggyback Notice notice shall offer such Holder the Holders the opportunity to include in such Underwritten Offering for Other Holders such number of Common Share Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writing (a “Piggyback Registration”)writing; provided, however, that the Company shall not be required to offer such opportunity (A) to such Holders if the Holders, together with their Affiliates, do not offer a minimum of $15 million of Common Share Registrable Securities, in the aggregate (determined by multiplying the number of Common Share Registrable Securities owned by the average of the closing price on the National Securities Exchange for the shares of Common Stock for the ten (10) trading days preceding the date of such notice), or such lesser amount if it constitutes the remaining holdings of the Holder and its Affiliates, or (B) to such Holders if and to the extent that the Company Corporation has been advised by the Managing Underwriter that the inclusion of Common Share Registrable Securities for sale for the benefit of such the Holders will have an adverse effect on the price, timing or distribution of the shares of Common Stock Shares in such the Underwritten Offering, then (x) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter, the Corporation shall not be required to offer such opportunity to the Holders or (y) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter, then the amount of Common Share Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.02(b2.01(b). Each Piggyback Notice Any notice required to be provided in this Section 2.01(a) to Holders shall be provided to Holders on a Business Day pursuant to Section 3.01 and receipt of such notice shall be confirmed and kept confidential by the Holders until either (x) such proposed Underwritten Offering has been publicly announced by the Company or (y) the Holders have received notice from the Company that such proposed Underwritten Offering has been abandoned, which the Company shall provide to the Holders reasonably promptly after the final decision to abandon a proposed Underwritten Offering has been madeHolder. Each such Holder will shall then have four (4) three Business Days (or two (2) Business Days in connection with any overnight or bought Underwritten Offering) after such Piggyback Notice notice has been delivered to request in writing to the Company the inclusion of Common Share Registrable Securities in the Underwritten Offering for Other HoldersOffering. If no written request for inclusion from a Holder is received by the Company within the specified time or if a Holder states in its response to the Piggyback Notice that it declines the opportunity to include Registrable Securities in the Underwritten Offeringtime, each such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of the Company’s its intention to undertake an Underwritten Offering for Other Holders and prior to the pricing closing of such Underwritten Offering, the Corporation shall determine for any reason not to undertake or to delay such Underwritten Offering is terminated or delayed pursuant to the provisions of this AgreementOffering, the Company Corporation may, at its election, give written notice of such determination to the Selling Holders and, (1) in the case of a termination of determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, and (2) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities as part of such Underwritten Offering for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Common Share Registrable Securities in such Underwritten Offering by giving written notice to the Company Corporation of such withdrawal at least or prior to one (1) Business Day prior to before the time of pricing of such Underwritten Offering. Any Holder may deliver written notice (a an “Piggyback Opt-Out Notice”) to the Company Corporation requesting that such Holder not receive notice from the Company Corporation of any proposed Underwritten Offering for Other HoldersOffering; provided, however, that such Holder may later revoke any such Piggyback Opt-Out Notice in writingwriting prior to one Business Day before the time of pricing of such Underwritten Offering. Following receipt of a Piggyback an Opt-Out Notice from a Holder (unless subsequently revoked), the Company Corporation shall not be required to deliver any notice to such Holder pursuant to this Section 2.02(a2.01(a) and such Holder shall no longer be entitled to participate in Underwritten Offerings for Other Holders by the Corporation pursuant to this Section 2.02(a2.01(a), unless such Piggyback Opt-Out Notice is revoked by such Holder. The Holders listed on Schedule B shall each be deemed to have delivered a Piggyback Opt-Out Notice as of the date hereof.

Participation. If Subject to Section 4(b) hereof, if at any time after the date hereof the Company proposes to file (i) files a Registration Statement (other than a Registration Statement contemplated by Section 2.01(a)) registration on behalf Form S-4 or S-8 or any successor form to such Forms or any registration of any other Person who has or has been granted registration rights related securities as it relates to an Underwritten Offering (offering and sale to management of the “Other Holder”), Company pursuant to any employee stock plan or (iiother employee benefit plan arrangement) a prospectus supplement relating with respect to the sale of an offering that includes any shares of Common Stock by any Other Holders to an effective registration statement, so long as the Company is a WKSI at such time or, whether or not the Company is a WKSI, so long as the Common Share Registrable Securities were previously included in the underlying shelf Registration Statement or are included on an effective Registration Statement, or in any case in which Holders may participate in such offering without the filing of a post-effective amendment, in each case, for the sale of shares of Common Stock by Other Holders in an Underwritten OfferingStock, then the Company shall give not less than four (4) Business Days’ prompt notice (including, but not limited to, notification by electronic mailthe "Initial Notice") (to the “Piggyback Notice”) of such proposed Underwritten Offering to each Holder that, together with its Affiliates, owns at least $15 million of Common Share Registrable Securities Investor and such Piggyback Notice the Investor shall offer such Holder the opportunity be entitled to include in such Underwritten Offering for Other Holders such number of Common Share Registration Statement any Registrable Securities (the “Included Registrable Securities”) as such Holder may request in writing (a “Piggyback Registration”); held by it, provided, however, that the Company Investor shall not be required entitled to offer such opportunity participation rights with respect to the Registration Statement to be filed within ninety (A90) days following the issuance of securities under the Company's convertible senior subordinated notes offering (and the common stock issued upon conversion thereof) which closed on March 15, 2001, as such offering may be revised, amended, altered or supplemented in the discretion of the Company. If the Investor elects to include any or all of its Registrable Securities in such Registration Statement, then the Company shall give prompt notice (the "Piggyback Notice") to each Holder (excluding the Investor) and each such Holders if Holder shall be entitled to include in such Registration Statement any Registrable Securities held by it. The Initial Notice and Piggyback Notice shall offer the Investor and the Holders, together with their Affiliatesrespectively, do not offer a minimum the opportunity to register such number of $15 million shares of Common Share Registrable Securities, in Securities as the aggregate Investor and each Holder may request and shall set forth (determined by multiplying i) the anticipated filing date of such Registration Statement and (ii) the number of Common Share Registrable Securities owned by the average of the closing price on the National Securities Exchange for the shares of Common Stock for the ten (10) trading days preceding the date that is proposed to be included in such Registration Statement. The Company shall include in such Registration Statement such shares of such notice), or such lesser amount if it constitutes the remaining holdings of the Holder and its Affiliates, or (B) to such Holders if and to the extent that the Company has been advised by the Managing Underwriter that the inclusion of Common Share Registrable Securities for sale for the benefit of which it has received written requests to register such Holders will have an adverse effect on the price, timing or distribution of the shares of Common Stock in such Underwritten Offering, then the amount of Common Share Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.02(b). Each Piggyback Notice shall be provided to Holders on a Business Day pursuant to Section 3.01 and receipt of such notice shall be confirmed and kept confidential by the Holders until either (x) such proposed Underwritten Offering has been publicly announced by the Company or (y) the Holders have received notice from the Company that such proposed Underwritten Offering has been abandoned, which the Company shall provide to the Holders reasonably promptly within 15 days after the final decision to abandon a proposed Underwritten Offering has been made. Each such Holder will have four (4) Business Days (or two (2) Business Days in connection with any overnight or bought Underwritten Offering) Initial Notice and 7 days after such the Piggyback Notice has been delivered to request in writing to the Company the inclusion of Common Share Registrable Securities in the Underwritten Offering for Other Holders. If no request for inclusion from a Holder is received by the Company within the specified time or if a Holder states in its response to the Piggyback Notice that it declines the opportunity to include Registrable Securities in the Underwritten Offering, such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of the Company’s intention to undertake an Underwritten Offering for Other Holders and prior to the pricing of such Underwritten Offering, such Underwritten Offering is terminated or delayed pursuant to the provisions of this Agreement, the Company may, at its election, give written notice of such determination to the Selling Holders and, (1) in the case of a termination of such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, and (2) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Common Share Registrable Securities in such Underwritten Offering by giving written notice to the Company of such withdrawal at least one (1) Business Day prior to the time of pricing of such Underwritten Offering. Any Holder may deliver written notice (a “Piggyback Opt-Out Notice”) to the Company requesting that such Holder not receive notice from the Company of any proposed Underwritten Offering for Other Holders; provided, however, that such Holder may later revoke any such Piggyback Opt-Out Notice in writing. Following receipt of a Piggyback Opt-Out Notice from a Holder (unless subsequently revoked), the Company shall not be required to deliver any notice to such Holder pursuant to this Section 2.02(a) and such Holder shall no longer be entitled to participate in Underwritten Offerings for Other Holders pursuant to this Section 2.02(a), unless such Piggyback Opt-Out Notice is revoked by such Holder. The Holders listed on Schedule B shall each be deemed to have delivered a Piggyback Opt-Out Notice as of the date hereofgiven.

Participation. If at any time the Company Partnership proposes to file file, whether for its own account or for the account of any Holders or any third parties: (i) a Registration Statement shelf registration statement (other than including a Shelf Registration Statement contemplated by Section 2.01(a)) on behalf of any other Person who has or has been granted registration rights related to an Underwritten Offering (the “Other Holder”2.01), or (ii) a prospectus supplement relating to the sale of shares of Common Stock by any Other Holders to an effective registration statement, so long as the Company is a WKSI at such time or, whether or not the Company is a WKSI, so long as the Common Share Registrable Securities were previously included in the underlying shelf Registration Statement or are included on an effective Registration Statementcontemplated by Section 2.01, or in (iii) a registration statement other than a shelf registration statement (other than a registration statement on Forms S-4 or S-8 or any case in which Holders may participate in such offering without the filing of successor forms thereto) (each, a post-effective amendment, in each case, for the sale of shares of Common Stock by Other Holders in an Underwritten Offering“Piggyback Registration”), then the Company Partnership shall give not less than four (4) Business Days’ prompt written notice (including, but not limited to, notification by electronic mail) (the a “Piggyback Notice”) of such proposed Underwritten Offering (including notice by electronic mail) to each Holder that, together with its Affiliates, owns holding at least $15 million three percent (3%) of Common Share the then-outstanding Registrable Securities regarding such proposed registration, and such Piggyback Notice notice shall offer such Holder Holders the opportunity to include in such Underwritten Offering for Other Holders Piggyback Registration such number of Common Share Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writing (a “Piggyback Registration”); provided, however, that the Company shall not be required to offer such opportunity (A) to such Holders if the Holders, together with their Affiliates, do not offer a minimum of $15 million of Common Share Registrable Securities, in the aggregate (determined by multiplying the number of Common Share Registrable Securities owned by the average of the closing price on the National Securities Exchange for the shares of Common Stock for the ten (10) trading days preceding the date of such notice), or such lesser amount if it constitutes the remaining holdings of the Holder and its Affiliates, or (B) to such Holders if and to the extent that the Company has been advised by the Managing Underwriter that the inclusion of Common Share Registrable Securities for sale for the benefit of such Holders will have an adverse effect on the price, timing or distribution of the shares of Common Stock in such Underwritten Offering, then the amount of Common Share Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.02(b)request. Each Piggyback Notice shall specify, at a minimum, the number of Registrable Securities proposed to be provided to Holders on a Business Day pursuant to Section 3.01 and receipt registered, the proposed date of filing of such notice shall be confirmed Piggyback Registration with the Commission, the proposed means of distribution, the proposed Managing Underwriter or underwriters (if any and kept confidential if known) and a good faith estimate by the Holders until either (x) Partnership of the proposed minimum offering price of such proposed Underwritten Offering has been publicly announced by the Company or (y) the Holders have received notice from the Company that such proposed Underwritten Offering has been abandoned, which the Company shall provide to the Holders reasonably promptly after the final decision to abandon a proposed Underwritten Offering has been madeRegistrable Securities. Each such Holder will have four shall make such request in writing to the Partnership (4including by electronic mail) Business Days within 5 business days (or two (2) Business Days one business day in connection with any overnight or bought Underwritten Offering) after the receipt of any such Piggyback Notice has been delivered Notice, which request shall specify the number of Registrable Securities intended to request in writing be disposed of by such Holder and, subject to the Company the inclusion of Common Share Registrable Securities in the Underwritten Offering for Other Holders. If no request for inclusion from a Holder is received by the Company within the specified time or if a Holder states in its response to the Piggyback Notice that it declines the opportunity to include Registrable Securities in the Underwritten Offering, such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of the Company’s intention to undertake an Underwritten Offering for Other Holders terms and prior to the pricing of such Underwritten Offering, such Underwritten Offering is terminated or delayed pursuant to the provisions conditions of this Agreement, the Company may, at Partnership shall use its election, give written notice of such determination commercially reasonable efforts to the Selling Holders and, (1) in the case of a termination of such Underwritten Offering, shall be relieved of its obligation to sell any Included cause all Registrable Securities in connection with held by such terminated Underwritten Offering, and (2) in the case of a determination Holders to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Common Share Registrable Securities included in such Underwritten Offering by giving written notice to the Company of such withdrawal at least one (1) Business Day prior to the time of pricing of such Underwritten Offering. Any Holder may deliver written notice (a “Piggyback Opt-Out Notice”) to the Company requesting that such Holder not receive notice from the Company of any proposed Underwritten Offering for Other HoldersRegistration; provided, however, that such Holder may later revoke any such Piggyback Opt-Out Notice in writing. Following receipt of a Piggyback Opt-Out Notice from a Holder (unless subsequently revoked), the Company shall not be required to deliver any notice to such Holder pursuant to this Section 2.02(a) and such Holder shall no longer be entitled to participate in Underwritten Offerings for Other Holders pursuant to this Section 2.02(a), unless such Piggyback Opt-Out Notice is revoked by such Holder. The Holders listed on Schedule B shall each be deemed to have delivered a Piggyback Opt-Out Notice as of the date hereof.provided that:

Participation. If at any time the Company Partnership proposes to file (i) a Registration Statement (shelf registration statement other than a the Registration Statement contemplated by Section 2.01(a)) on behalf of any other Person who has or has been granted registration rights related to an Underwritten Offering (the “Other Holder”), or (ii) a prospectus supplement relating to the sale of shares of Common Stock by any Other Holders to an effective shelf registration statement, so long as other than the Company is a WKSI at such time or, whether or not the Company is a WKSI, so long as the Common Share Registrable Securities were previously included in the underlying shelf Registration Statement or are included on an effective Registration Statement, or in any case in which contemplated by Section 2.01(a) of this Agreement and Holders may participate in such offering be included without the filing of a post-effective amendmentamendment thereto, or (iii) a registration statement, other than a shelf registration statement, in each case, for the sale of shares Common Units in an Underwritten Offering for its own account and/or another Person, then as soon as practicable following the engagement of Common Stock counsel by Other Holders the Partnership to prepare the documents to be used in connection with an Underwritten Offering, then the Company Partnership shall give not less than four (4) Business Days’ notice (including, but not limited to, notification by electronic mail) (the “Piggyback Notice”) of such proposed Underwritten Offering to each Holder that, (together with its Affiliates, owns ) holding at least $15 10.0 million of Common Share the then-outstanding Registrable Securities (based on the Purchase Price per Common Unit under the Purchase Agreement) and such Piggyback Notice notice shall offer such Holder Holders the opportunity to include in such Underwritten Offering for Other Holders such number of Common Share Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writing (a “Piggyback Registration”)writing; provided, however, that the Company shall not be required to offer such opportunity (A) to such Holders if the Holders, together with their Affiliates, do not offer a minimum of $15 million of Common Share Registrable Securities, in the aggregate (determined by multiplying the number of Common Share Registrable Securities owned by the average of the closing price on the National Securities Exchange for the shares of Common Stock for the ten (10) trading days preceding the date of such notice), or such lesser amount if it constitutes the remaining holdings of the Holder and its Affiliates, or (B) to such Holders if and to the extent that the Company Partnership has been advised by the Managing Underwriter that the inclusion of Common Share Registrable Securities for sale for the benefit of such the Holders will have an adverse effect on the price, timing or distribution of the shares of Common Stock Units in such the Underwritten Offering, then (A) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter, the Partnership shall not be required to offer such opportunity to the Holders or (B) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter, then the amount of Common Share Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.02(b). Each Piggyback Notice Any notice required to be provided in this Section 2.02(a) to Holders shall be provided to Holders on a Business Day pursuant to Section 3.01 and receipt of such notice shall be confirmed and kept confidential by the Holders until either (x) such proposed Underwritten Offering has been publicly announced by the Company or (y) the Holders have received notice from the Company that such proposed Underwritten Offering has been abandoned, which the Company shall provide to the Holders reasonably promptly after the final decision to abandon a proposed Underwritten Offering has been madehereof. Each such Holder will shall then have four (4) Business Days (or two (2) Business Days (or one (1) Business Day in connection with any overnight or bought Underwritten Offering) after such Piggyback Notice notice has been delivered to request in writing to the Company the inclusion of Common Share Registrable Securities in the Underwritten Offering for Other HoldersOffering. If no written request for inclusion from a Holder is received by the Company within the specified time or if a Holder states in its response to the Piggyback Notice that it declines the opportunity to include Registrable Securities in the Underwritten Offeringtime, each such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of the Company’s its intention to undertake an Underwritten Offering for Other Holders and prior to the pricing closing of such Underwritten Offering, the Partnership shall determine for any reason not to undertake or to delay such Underwritten Offering is terminated or delayed pursuant to the provisions of this AgreementOffering, the Company Partnership may, at its election, give written notice of such determination to the Selling Holders and, (1x) in the case of a termination of determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, and (2y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Common Share Registrable Securities in such Underwritten Offering by giving written notice to the Company Partnership of such withdrawal at least one (1) Business Day or prior to the time of pricing of such Underwritten Offering. Any Holder may deliver written notice (a an “Piggyback Opt-Out Notice”) to the Company Partnership requesting that such Holder not receive notice from the Company Partnership of any proposed Underwritten Offering for Other HoldersOffering; provided, however, that such Holder may later revoke any such Piggyback Opt-Out Notice in writing. Following receipt of a Piggyback an Opt-Out Notice from a Holder (unless subsequently revoked), the Company Partnership shall not be required to deliver any notice to such Holder pursuant to this Section 2.02(a) and such Holder shall no longer be entitled to participate in Underwritten Offerings for Other Holders by the Partnership pursuant to this Section 2.02(a), unless such Piggyback Opt-Out Notice is revoked by such Holder. The Holders listed indicated on Schedule B A hereto as having opted out shall each be deemed to have delivered a Piggyback an Opt-Out Notice as of the date hereof.

Participation. If at any time (i) on or after the Company 1st of January following the Issuance Date and (ii) except in connection with the exercise of a demand registration pursuant to Section 2.03, prior to the 31st of December following the fourth (4th) anniversary of the Issuance Date, the Partnership proposes to file (i) a Registration Statement (other than a Registration Statement contemplated by Section 2.01(a)) on behalf of any other Person who has or has been granted registration rights related to an Underwritten Offering (the “Other Holder”)Offering, or (ii) a prospectus supplement relating including pursuant to the sale of shares of Common Stock by any Other Holders to an effective registration statement, so long as the Company is a WKSI at such time or, whether or not the Company is a WKSI, so long as the Common Share Registrable Securities were previously included in the underlying shelf Registration Statement or are included on an effective Registration Statement, or in any case in which Holders may participate in such offering without the filing of a post-effective amendment, in each case, for the sale of shares of Common Stock by Other Holders in an Underwritten OfferingSection 2.03, then the Company Partnership shall give not less than four (4) Business Days’ notice (including, but not limited to, including notification by electronic mail) (the “Piggyback Notice”) of such proposed Underwritten Offering to each Holder thatGEPIF, together with its Affiliates, owns at least $15 million of Common Share Registrable Securities and such Piggyback Notice shall offer such Holder GEPIF (on behalf of itself and as representative of each other Holder) the opportunity to include in such Underwritten Offering for Other Holders such up to one-third (including the securities being registered pursuant to Section 2.03) of the aggregate number of Common Share Registrable Securities that would be outstanding as of the Issuance Date if all of the Non-Voting NEP Common Units issued on the Issuance Date were converted on such Issuance Date into Common Units (or such larger number of Registrable Securities to the extent consented to by the Partnership in its sole and absolute discretion) (the “Included Registrable Securities”) ), as such Holder GEPIF may request in writing (a “Piggyback Registration”); provided, however, that the Company Partnership shall not be required to offer such opportunity (A) to such if GEPIF and the other Holders if the Holders, together with their Affiliates, do not offer request registration of a minimum of $15 50 million of Common Share Registrable Securities, Securities in the aggregate (determined by multiplying the number of Common Share Registrable Securities owned by the average of the closing price on the National Securities Exchange Average VWAP for the shares of Common Stock for the ten (10) trading days preceding the date of such notice), or such lesser amount if it constitutes the remaining holdings of the Holder and its Affiliates, or (B) to such Holders if and to the extent that the Company has been advised by the Managing Underwriter that the inclusion of Common Share Registrable Securities for sale for the benefit of such Holders will have an adverse effect on the price, timing or distribution of the shares of Common Stock in such Underwritten Offering, then the amount of Common Share Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.02(b). Each Piggyback Notice shall be provided to Holders on a Business Day pursuant to Section 3.01 and receipt of such notice shall be confirmed and kept confidential by the Holders until either (x) such proposed Underwritten Offering has been publicly announced by the Company or (y) the Holders have received notice from the Company that such proposed Underwritten Offering has been abandoned, which the Company shall provide to the Holders reasonably promptly after the final decision to abandon a proposed Underwritten Offering has been made. Each such Holder will have four (4) Business Days (or two (2) Business Days in connection with any overnight or bought Underwritten Offering) after such Piggyback Notice has been delivered to request in writing to the Company the inclusion of Common Share Registrable Securities in the Underwritten Offering for Other Holders. If no request for inclusion from a Holder is received by the Company within the specified time or if a Holder states in its response to the Piggyback Notice that it declines the opportunity to include Registrable Securities in the Underwritten Offering, such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of the Company’s intention to undertake an Underwritten Offering for Other Holders and prior to the pricing of such Underwritten Offering, such Underwritten Offering is terminated or delayed pursuant to the provisions of this Agreement, the Company may, at its election, give written notice of such determination to the Selling Holders and, (1) in the case of a termination of such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, and (2) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Common Share Registrable Securities in such Underwritten Offering by giving written notice to the Company of such withdrawal at least one (1) Business Day prior to the time of pricing of such Underwritten Offering. Any Holder may deliver written notice (a “Piggyback Opt-Out Notice”) to the Company requesting that such Holder not receive notice from the Company of any proposed Underwritten Offering for Other Holders; provided, however, that such Holder may later revoke any such Piggyback Opt-Out Notice in writing. Following receipt of a Piggyback Opt-Out Notice from a Holder (unless subsequently revoked), the Company shall not be required to deliver any notice to such Holder pursuant to this Section 2.02(a) and such Holder shall no longer be entitled to participate in Underwritten Offerings for Other Holders pursuant to this Section 2.02(a), unless such Piggyback Opt-Out Notice is revoked by such Holder. The Holders listed on Schedule B shall each be deemed to have delivered a Piggyback Opt-Out Notice as of the date hereof.ten

Participation. If at any time the Company proposes to file (i) a Registration Statement (prospectus supplement to an effective shelf registration statement, other than a the Registration Statement contemplated by Section 2.01(a)) on behalf of any other Person who has or has been granted registration rights related to an Underwritten Offering (the “Other Holder”)2.01, or (ii) a prospectus supplement relating to the sale of shares of Common Stock by any Other Holders to an effective registration statement, so long as the Company is other than a WKSI at such time or, whether or not the Company is a WKSI, so long as the Common Share Registrable Securities were previously included in the underlying shelf Registration Statement or are included on an effective Registration Statement, or in any case in which Holders may participate in such offering without the filing of a post-effective amendmentregistration statement, in each either case, for the sale of shares of Common Stock by Other Holders Units in an Underwritten OfferingOffering for its own account and/or another Person, then as soon as practicable but not less than three Business Days prior to the filing of (x) any preliminary prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(b) under the Securities Act, (y) the prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(b) under the Securities Act (if no preliminary prospectus supplement is used) or (z) such registration statement, as the case may be, then the Company shall give not less than four (4) Business Days’ notice (including, but not limited to, notification by electronic mail) (the “Piggyback Notice”) of such proposed Underwritten Offering to each Holder that, together with its Affiliates, owns at least $15 million of Common Share Registrable Securities the Holders and such Piggyback Notice notice shall offer such Holder the Holders the opportunity to include in such Underwritten Offering for Other Holders such number of Common Share Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writing (a “Piggyback Registration”)writing; provided, however, that the Company shall not be required to offer such opportunity (A) to such Holders if the Holders, together with their Affiliates, do not offer a minimum of $15 million of Common Share Registrable Securities, in the aggregate (determined by multiplying the number of Common Share Registrable Securities owned by the average of the closing price on the National Securities Exchange for the shares of Common Stock for the ten (10) trading days preceding the date of such notice), or such lesser amount if it constitutes the remaining holdings of the Holder and its Affiliates, or (B) to such Holders if and to the extent that the Company has been advised by the Managing Underwriter that the inclusion of Common Share Registrable Securities for sale for the benefit of such the Holders will have an a material adverse effect on the price, timing or distribution of the shares of Common Stock Units in such the Underwritten Offering, then the amount of Common Share Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.02(b). Each Piggyback Notice The notice required to be provided in this Section 2.02(a) to Holders shall be provided to Holders on a Business Day pursuant to Section 3.01 and receipt of such notice shall be confirmed and kept confidential by the Holders until either (x) such proposed Underwritten Offering has been publicly announced by the Company or (y) the Holders have received notice from the Company that such proposed Underwritten Offering has been abandoned, which the Company shall provide to the Holders reasonably promptly after the final decision to abandon a proposed Underwritten Offering has been madeHolder. Each such Holder will shall then have four (4) three Business Days (or two (2) Business Days after receiving such notice to request inclusion of Registrable Securities in connection with any overnight or bought the Underwritten Offering) , except that such Holder shall have one Business Day after such Piggyback Notice has been delivered Holder confirms receipt of the notice to request in writing to the Company the inclusion of Common Share Registrable Securities in the Underwritten Offering for Other Holdersin the case of a “bought deal” or “overnight transaction” where no preliminary prospectus is used. If no request for inclusion from a Holder is received by the Company within the specified time or if a Holder states in its response to the Piggyback Notice that it declines the opportunity to include Registrable Securities in the Underwritten Offeringtime, such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of the Company’s its intention to undertake an Underwritten Offering for Other Holders and prior to the pricing closing of such Underwritten Offering, the Company shall determine for any reason not to undertake or to delay such Underwritten Offering is terminated or delayed pursuant to the provisions of this AgreementOffering, the Company may, at its election, give written notice of such determination to the Selling Holders and, (1x) in the case of a termination of determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, and (2y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Common Share Registrable Securities in such Underwritten Offering offering by giving written notice to the Company of such withdrawal at least one (1) Business Day prior up to and including the time of pricing of such Underwritten Offeringoffering. Any No Holder’s rights under this Section 2.02(a) shall apply at any time when such Holder (together with any Affiliates of such Holder) holds less than $5,000,000 of Purchased Common Units, based on the Common Unit Price. Notwithstanding the foregoing, any Holder may deliver written notice (a an “Piggyback Opt-Opt Out Notice”) to the Company requesting that such Holder not receive notice from the Company of any proposed Underwritten Offering for Other HoldersOffering; provided, however, that such Holder may later revoke any such Piggyback Opt-Out Notice in writing. Following receipt of a Piggyback Opt-Out Notice from a Holder (unless subsequently revoked), the Company shall not be required to deliver any notice to such Holder pursuant to this Section 2.02(a) and such Holder shall no longer be entitled to participate in Underwritten Offerings for Other Holders pursuant to this Section 2.02(a), unless such Piggyback Opt-Out Notice is revoked by such Holder. The Holders listed on Schedule B shall each be deemed to have delivered a Piggyback Opt-Out Notice as of the date hereofnotice.

Participation. If at any time after the Consummation Date, the Company proposes to file (i) a Registration Statement (other than a Registration Statement contemplated by Section 2.01(a)) on behalf of any other Person who has or has been granted registration rights related to an Underwritten Offering (the “Other Holder”), or (ii) a prospectus supplement relating to the sale of shares of Common Stock by any Other Holders to an effective registration statement, so long as the Company is a WKSI at such time or, whether or not the Company is a WKSI, so long as the Common Share Registrable Securities were previously included in the underlying shelf Registration Statement or are included on an effective Registration Statement, or in any case in which Holders may participate in such offering without the filing of a post-effective amendment, in each case, statement for the sale of shares of Common Stock by Other Holders in an Underwritten OfferingOffering for its own account and/or another Person, then as soon as practicable but not less than ten Business Days prior to the filing of such registration statement, the Company shall give not less than four (4) Business Days’ notice (including, but not limited to, notification by electronic mail) (the “Piggyback Rights Notice”) of such proposed Underwritten Offering to each Holder that, together with its Affiliates, owns at least $15 million of Common Share Registrable Securities the Holders and such Piggyback Notice notice shall offer such Holder the Holders the opportunity to include in such Underwritten Offering for Other Holders such number of Common Share Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writing (a “Piggyback Registration”but only to the extent that such Registrable Securities are not then subject to lock-up provisions under any lock-up or similar agreement); provided, however, that the Company shall not be required to offer such opportunity (A) to such Holders if the Holders, together with their Affiliates, do not offer a minimum of $15 million of Common Share Registrable Securities, in the aggregate (determined by multiplying the number of Common Share Registrable Securities owned by the average of the closing price on the National Securities Exchange for the shares of Common Stock for the ten (10) trading days preceding the date of such notice), or such lesser amount if it constitutes the remaining holdings of the Holder and its Affiliates, or (B) to such Holders if and to the extent that the Company has been advised by the Managing Underwriter that the inclusion of Common Share Registrable Securities for sale for the benefit of such the Holders will have an adverse effect on the price, timing or distribution of the shares of Common Stock in offered by the Company under such Underwritten Offeringregistration statement, then the amount of Common Share Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.02(b). Each Piggyback Notice The notice required to be provided in this Section 2.02(a) to Holders shall be provided to Holders on a Business Day pursuant to Section 3.01 3.02 hereof and receipt of such notice shall be confirmed and kept confidential deemed to be received by Holders on the Holders until either next Business Day. Holder shall then have three (x) such proposed Underwritten Offering has been publicly announced by the Company or (y) the Holders have received notice from the Company that such proposed Underwritten Offering has been abandoned, which the Company shall provide to the Holders reasonably promptly after the final decision to abandon a proposed Underwritten Offering has been made. Each such Holder will have four (43) Business Days (or two (2) Business Days in connection with any overnight or bought Underwritten Offering) after such Piggyback Notice has been delivered deemed receipt of the notice to request in writing to the Company the inclusion of Common Share Registrable Securities in the Underwritten Offering for Other Holdersby providing a written notice (“Piggy Back Registration Notice”) to the Company within such period. If no request for inclusion Piggy Back Registration Notice from a Holder is received by the Company within the specified time or if a Holder states in its response to the Piggyback Notice that it declines the opportunity to include Registrable Securities in the Underwritten Offeringtime, then such Holder shall have no further right to participate in such Underwritten Offering. If a Holder decides not include some or all of its Registrable Securities in any registration statement filed by the Company as described in this Section 2.02(a) as stated in the Piggy Back Registration Notice, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to the offering by the Company of its securities, all upon the terms and conditions set forth herein. If, at any time after giving written notice of the Company’s its intention to undertake an Underwritten Offering for Other Holders and prior to the pricing closing of such Underwritten Offering, the Company shall determine for any reason not to undertake or to delay such Underwritten Offering is terminated or delayed pursuant to the provisions of this AgreementOffering, the Company may, at its election, give written notice of such determination to the Selling Holders the timely provided a Piggy Back Registration Rights Agreement and, (1x) in the case of a termination of determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, and (2y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Common Share Registrable Securities in such Underwritten Offering offering by giving written notice to the Company of such withdrawal at least one (1) up to and including the Business Day prior to immediately preceding the time Business Day on which the underwriters price such offering. Each Holder agrees that upon receiving a Piggyback Rights Notice that it will not trade any securities of pricing of such Underwritten Offering. Any Holder may deliver written notice (a “Piggyback Opt-Out Notice”) to the Company requesting that if such Holder participates in the Underwritten Offering and in any event will not receive notice from trade (buy or sell) any securities of the Company in each case, in violation of any proposed Underwritten Offering for Other Holders; provided, however, that such Holder may later revoke any such Piggyback Opt-Out Notice in writing. Following receipt of a Piggyback Opt-Out Notice from a Holder (unless subsequently revoked), the Company shall not be required to deliver any notice to such Holder pursuant to this Section 2.02(a) applicable law including xxxxxxx xxxxxxx and such Holder shall no longer be entitled to participate in Underwritten Offerings for Other Holders pursuant to this Section 2.02(a), unless such Piggyback Opt-Out Notice is revoked by such Holder. The Holders listed on Schedule B shall each be deemed to have delivered a Piggyback Opt-Out Notice as of the date hereof.Regulation M.

Participation. If at In the event the Registrable Securities may not be disposed of without restriction pursuant to any time section of Rule 144 (or any similar provision then in effect) under the Company Securities Act, if the Partnership proposes to file (i) a Registration Statement (shelf registration statement other than a Registration Statement the registration statements contemplated by Section 2.01(a)) on behalf of any other Person who has or has been granted registration rights related to an Underwritten Offering (the “Other Holder”and Section 2.01(b), or (ii) a prospectus supplement relating to the sale of shares of Common Stock by any Other Holders to an effective shelf registration statement, so long as other than the Company is a WKSI at such time or, whether or not the Company is a WKSI, so long as the Common Share Registrable Securities were previously included in the underlying shelf Registration Statement or are included on an effective Registration Statement, or in any case in which registration statements contemplated by Section 2.01(a) and Section 2.01(b) of this Agreement and Holders may participate in such offering be included without the filing of a post-effective amendmentamendment thereto, or (iii) a registration statement, other than a shelf registration statement, in each case, for the sale of shares Common Units in an Underwritten Offering for its own account and/or another Person, then as soon as practicable following the engagement of Common Stock counsel by Other Holders the Partnership to prepare the documents to be used in connection with an Underwritten Offering, then the Company Partnership shall give not less than four (4) Business Days’ notice (including, but not limited to, notification by electronic mail) (the “Piggyback Notice”) of such proposed Underwritten Offering to each Holder that, (together with its Affiliates, owns ) holding at least $15 10.0 million of Common Share the then-outstanding Registrable Securities (based on the Common Unit Price) and such Piggyback Notice notice shall offer such Holder Holders the opportunity to include in such Underwritten Offering for Other Holders such number of Common Share Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writing (a “Piggyback Registration”)writing; provided, however, that the Company shall not be required to offer such opportunity (A) to such Holders if the Holders, together with their Affiliates, do not offer a minimum of $15 million of Common Share Registrable Securities, in the aggregate (determined by multiplying the number of Common Share Registrable Securities owned by the average of the closing price on the National Securities Exchange for the shares of Common Stock for the ten (10) trading days preceding the date of such notice), or such lesser amount if it constitutes the remaining holdings of the Holder and its Affiliates, or (B) to such Holders if and to the extent that the Company Partnership has been advised by the Managing Underwriter that the inclusion of Common Share such Registrable Securities for sale for the benefit of such the Holders will have an adverse effect on the price, timing or distribution of the shares of Common Stock Units in such the Underwritten Offering, then (A) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter, the Partnership shall not be required to offer such opportunity to the Holders or (B) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter, then the amount of Common Share Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.02(b). Each Piggyback Notice Any notice required to be provided in this Section 2.02(a) to Holders shall be provided to Holders on a Business Day pursuant to Section 3.01 hereof and receipt of such notice shall be confirmed and kept confidential by the Holders until either (x) such proposed Underwritten Offering has been publicly announced by the Company or (y) the Holders have received notice from the Company that such proposed Underwritten Offering has been abandoned, which the Company shall provide to the Holders reasonably promptly after the final decision to abandon a proposed Underwritten Offering has been madeHolder. Each such Holder will shall then have four (4) Business Days (or two (2) Business Days (or one (1) Business Day in connection with any overnight or bought Underwritten Offering) after such Piggyback Notice notice has been delivered to request in writing to the Company the inclusion of Common Share Registrable Securities in the Underwritten Offering for Other HoldersOffering. If no written request for inclusion from a Holder is received by the Company within the specified time or if a Holder states in its response to the Piggyback Notice that it declines the opportunity to include Registrable Securities in the Underwritten Offeringtime, each such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of the Company’s its intention to undertake an Underwritten Offering for Other Holders and prior to the pricing closing of such Underwritten Offering, the Partnership shall determine for any reason not to undertake or to delay such Underwritten Offering is terminated or delayed pursuant to the provisions of this AgreementOffering, the Company Partnership may, at its election, give written notice of such determination to the Selling Holders and, (1x) in the case of a termination of determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, and (2y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Common Share Registrable Securities in such Underwritten Offering by giving written notice to the Company Partnership of such withdrawal at least one (1) Business Day or prior to the time of pricing of such Underwritten Offering. Any Holder may deliver written notice (a an “Piggyback Opt-Out Notice”) to the Company Partnership requesting that such Holder not receive notice from the Company Partnership of any proposed Underwritten Offering for Other HoldersOffering; provided, however, that such Holder may later revoke any such Piggyback Opt-Out Notice in writing. Following receipt of a Piggyback an Opt-Out Notice from a Holder (unless subsequently revoked), the Company Partnership shall not be required to deliver any notice to such Holder pursuant to this Section 2.02(a) and such Holder shall no longer be entitled to participate in Underwritten Offerings for Other Holders by the Partnership pursuant to this Section 2.02(a), unless such Piggyback Opt-Out Notice is revoked by such Holder. The Holders listed on Schedule B shall each be deemed to have delivered a Piggyback Opt-Out Notice as of the date hereof.

Participation. If at any time that is on or after 90 days after the Company date of the Closing the Partnership proposes to file (i) a Registration Statement (prospectus supplement to an effective shelf registration statement, other than a the Shelf Registration Statement contemplated by Section 2.01(a)) on behalf of any other Person who has or 2.01, at a time at which the Shelf Registration Statement contemplated by Section 2.01 has been granted registration rights related to an Underwritten Offering (declared effective by the “Other Holder”)Commission and remains so effective, or (ii) a prospectus supplement relating to the sale of shares of Common Stock by any Other Holders to an effective registration statement, so long as the Company is other than a WKSI at such time or, whether or not the Company is a WKSI, so long as the Common Share Registrable Securities were previously included in the underlying shelf Registration Statement or are included on an effective Registration Statement, or in any case in which Holders may participate in such offering without the filing of a post-effective amendmentregistration statement, in each either case, for the sale of shares of Common Stock by Other Holders Units in an Underwritten OfferingOffering for its own account and/or another Person, then the Company shall give as soon as practicable but not less than four three (43) Business Days’ Days prior to the filing of (x) any preliminary prospectus supplement to a prospectus relating to such Underwritten Offering pursuant to Rule 424(b) under the Securities Act, (y) the prospectus supplement to a prospectus relating to such Underwritten Offering pursuant to Rule 424(b) under the Securities Act (if no preliminary prospectus supplement is used) or (z) such registration statement, as the case may be, the Partnership shall give notice (including, but not limited to, notification by electronic mail) (the “Piggyback Notice”) of such proposed Underwritten Offering to each Holder that, together with its Affiliates, owns at least $15 million of Common Share Registrable Securities the Holders and such Piggyback Notice notice shall offer such Holder the Holders the opportunity to include in such Underwritten Offering for Other Holders such number of Common Share Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writing (a “Piggyback Registration”)writing; provided, that each such Holder shall keep all information relating to such Underwritten Offering in confidence and shall not make use of, disseminate or in any way disclose any such information; provided, however, that the Company shall not be required to offer such opportunity (A) to such Holders if the Holders, together with their Affiliates, do not offer a minimum of $15 million of Common Share Registrable Securities, in the aggregate (determined by multiplying the number of Common Share Registrable Securities owned by the average of the closing price on the National Securities Exchange for the shares of Common Stock for the ten (10) trading days preceding the date of such notice), or such lesser amount if it constitutes the remaining holdings of the Holder and its Affiliates, or (B) to such Holders if and to the extent that the Company Partnership has been advised by the Managing Underwriter that the inclusion of Common Share Registrable Securities for sale for the benefit of such the Holders will have an a material adverse effect on the price, timing or distribution of the shares of Common Stock Units in such the Underwritten Offering, then the amount of Common Share Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.02(b). Each Piggyback Notice The notice required to be provided in this Section 2.02(a) to Holders shall be provided to Holders on a Business Day pursuant to Section 3.01 and receipt of such notice shall be confirmed and kept confidential by the Holders until either (x) such proposed Underwritten Offering has been publicly announced by the Company or (y) the Holders have received notice from the Company that such proposed Underwritten Offering has been abandoned, which the Company shall provide to the Holders reasonably promptly after the final decision to abandon a proposed Underwritten Offering has been madehereof. Each such Holder will shall then have four (4) two Business Days (or two (2) Business Days after receiving such notice to request inclusion of Registrable Securities in connection with any overnight or bought the Underwritten Offering) , except that such Holder shall have one Business Day after such Piggyback Notice has been delivered Holder confirms receipt of the notice to request in writing to the Company the inclusion of Common Share Registrable Securities in the Underwritten Offering for Other Holdersin the case of a “bought deal” or “overnight transaction” where no preliminary prospectus is used. If no request for inclusion from a Holder is received by the Company within the specified time or if a Holder states in its response to the Piggyback Notice that it declines the opportunity to include Registrable Securities in the Underwritten Offeringtime, each such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of the Company’s its intention to undertake an Underwritten Offering for Other Holders and prior to the pricing closing of such Underwritten Offering, the Partnership shall determine for any reason not to undertake or to delay such Underwritten Offering is terminated or delayed pursuant to the provisions of this AgreementOffering, the Company Partnership may, at its election, give written notice of such determination to the Selling Holders and, (1x) in the case of a termination of determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, and (2y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to withdraw such Selling Each Holder’s request for inclusion rights under this Section 2.02(a) shall terminate when such Holder (together with any Affiliates of such Selling Holder’s Common Share Registrable Securities in such Underwritten Offering by giving written notice to ) holds less than $20 million of Purchased Units, based on the Company purchase price per unit under the Purchase Agreement. Notwithstanding the foregoing, any Holder holding greater than $20 million of such withdrawal at least one (1) Business Day prior to Purchased Units, based on the time of pricing of such Underwritten Offering. Any Holder purchase price per unit under the Purchase Agreement, may deliver written notice (a an “Piggyback Opt-Opt Out Notice”) to the Company Partnership requesting that such Holder not receive notice from the Company Partnership of any proposed Underwritten Offering for Other HoldersOffering; provided, howeverthat, that such Holder may later revoke any such Piggyback Opt-Opt Out Notice in writingNotice. Following receipt of a Piggyback Opt-an Opt Out Notice from a Holder (unless subsequently revoked), the Company Partnership shall not be required to deliver any notice to such Holder pursuant to this Section 2.02(a) and such Holder shall no longer be entitled to participate in Underwritten Offerings for Other Holders by the Partnership pursuant to this Section 2.02(a), unless such Piggyback Opt-Out Notice is revoked by such Holder. The Holders listed on Schedule B shall each be deemed to have delivered a Piggyback Opt-Out Notice as of the date hereof.