Common use of Participation Clause in Contracts

Participation. If at any time USWS proposes to file (i) at a 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 2.1(a) of this Agreement that is currently effective, or (ii) a prospectus supplement to an effective “automatic shelf registration statement” (as defined in Rule 405 under the Securities Act), so long as USWS is a WKSI at such time or, whether or not USWS is a WKSI, so long as the Registrable Securities were previously included in the underlying Shelf Registration Statement or are included 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 Class A Common Stock in an Underwritten 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 USWS shall give not less than three (3) Business Days advance notice (including, but not limited to, notification by e-mail; such notice, a “Piggyback Notice”) of such proposed Underwritten Offering to each Holder that, together with its Affiliates, owns more than $5.0 million of Registrable Securities, and such notice shall offer such Holder the opportunity to participate in any Underwritten Offering and to include in such Underwritten Offering such number of Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writing (a “Piggyback Registration”); provided, however, that USWS (A) shall not be required to include the Registrable Securities of the Holders in such Registration if the Holders do not offer a minimum of $5.0 million of Registrable Securities, or (B) if 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, then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.2(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 3.1 hereof and confirmation of receipt of such notice shall be requested in the notice. The Holder will have two Business Days after notice has been delivered to request in writing the inclusion of Registrable Securities in the Underwritten Offering. If no request for inclusion from a Holder is received within the specified time, such Holder shall have no further right to participate in such Piggyback Registration. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, USWS shall determine for any reason not to undertake or to delay such Underwritten Offering, USWS may, at its election, give written notice of such determination to the Selling Holders and, (x) in the case of a 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 (y) 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 Registrable Securities in such Underwritten Offering by giving written notice to USWS of such withdrawal up to and including the time of pricing of such offering. Any Holder may deliver written notice (a “Piggyback Opt-Out Notice”) to USWS requesting that such Holder not receive notice from USWS of any proposed Underwritten Offering; 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), USWS shall not be required to deliver any notice to such Holder pursuant to this Section 2.2(a) and such Holder shall no longer be entitled to participate in Underwritten Offerings by USWS pursuant to this Section 2.2(a), unless such Piggyback Opt-Out Notice is revoked by such Holder.

Participation. If at any time USWS the Company proposes to file (i) at a time when USWS is not Registration Statement (other than a WKSI, a registration statement and such Holder has not previously included its Registrable Securities in a Shelf Registration Statement contemplated by Section 2.1(a2.01(a)) on behalf of this Agreement that is currently effectiveany 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 shelf registration statement” (as defined in Rule 405 under the Securities Act), so long as USWS the Company is a WKSI at such time or, whether or not USWS the Company is a WKSI, so long as the Common Share Registrable Securities were previously included in the underlying Shelf shelf Registration Statement or are included in on 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 Class A shares of Common Stock by Other Holders in an Underwritten 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 salesOffering, then USWS the Company shall give not less than three four (34) Business Days advance Days’ notice (including, but not limited to, notification by e-electronic mail; such notice, a ) (the “Piggyback Notice”) of such proposed Underwritten Offering to each Holder that, together with its Affiliates, owns more than at least $5.0 15 million of Common Share Registrable Securities, Securities and such notice Piggyback 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 USWS (A) the Company shall not be required to include the Registrable Securities of the offer such opportunity (A) to such Holders in such Registration if the Holders Holders, together with their Affiliates, do not offer a minimum of $5.0 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 USWS 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 the such Holders will have an adverse effect on the offering price, timing or probability of success of the distribution of the Class A shares of Common Stock in the 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 2.2(b2.02(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 3.1 hereof 3.01 and confirmation of receipt of such notice shall be requested in confirmed and kept confidential by the noticeHolders 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. The Each such Holder will have two four (4) Business Days (or two (2) Business Days in connection with any overnight or bought Underwritten Offering) after notice such Piggyback Notice has been delivered to request in writing to the Company the inclusion of Common Share Registrable Securities in the Underwritten OfferingOffering for Other Holders. If no request for inclusion from a Holder is received by the Company within the specified timetime 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 Piggyback RegistrationUnderwritten Offering. If, at any time after giving written notice of its the Company’s intention to undertake an Underwritten Offering for Other Holders and prior to the closing pricing of such Underwritten Offering, USWS shall determine for any reason not to undertake or to delay such Underwritten OfferingOffering is terminated or delayed pursuant to the provisions of this Agreement, USWS the Company may, at its election, give written notice of such determination to the Selling Holders and, (x1) in the case of a determination not to undertake 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 (y2) 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 USWS the Company of such withdrawal up at least one (1) Business Day prior to and including the time of pricing of such offeringUnderwritten Offering. Any Holder may deliver written notice (a “Piggyback Opt-Out Notice”) to USWS the Company requesting that such Holder not receive notice from USWS the Company of any proposed Underwritten OfferingOffering 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), USWS the Company shall not be required to deliver any notice to such Holder pursuant to this Section 2.2(a2.02(a) and such Holder shall no longer be entitled to participate in Underwritten Offerings by USWS for Other Holders pursuant to this Section 2.2(a2.02(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 USWS So long as a Holder has Common Unit Registrable Securities, if the Partnership proposes to file (i) at a time when USWS is not a WKSI, a shelf registration statement and such Holder has not previously included its Registrable Securities in other than a Shelf Registration Statement contemplated by Section 2.1(a) of this Agreement that is currently effective2.01(a), or (ii) a prospectus supplement to an effective “automatic shelf registration statement” (as defined in Rule 405 under statement relating to the Securities Act)sale of equity securities of the Partnership for its own account or that of another Person, so long as USWS is or both, other than a WKSI at such time or, whether or not USWS is a WKSI, so long as the Registrable Securities were previously included in the underlying Shelf Registration Statement or are included in an effective Shelf 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 Class A Common Stock Units in an Underwritten Offering for its own account and/or or that 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 statement on any registration form which does not permit secondary salesboth, then USWS promptly following the selection of the Managing Underwriter for such Underwritten Offering, the Partnership shall give not less than three (3) Business Days advance notice (including, but not limited to, notification by e-mail; such notice, a “Piggyback Notice”) of such proposed Underwritten Offering to each Holder that, (together with its Affiliates, owns more than $5.0 million ) holding at least the Piggyback Threshold Amount of the then-outstanding Common Unit Registrable Securities, Securities (calculated based on the Common Unit Price) and such notice shall offer such Holder Holders the opportunity to participate in any Underwritten Offering and to include in such Underwritten Offering such number of Common Unit Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writing (a “Piggyback Registration”)writing; provided, however, that USWS (A) the Partnership shall not be required to include the Registrable Securities of the Holders in provide such Registration if the Holders do opportunity to any such Holder that does not offer a minimum of $5.0 million the Piggyback Threshold Amount of Common Unit Registrable SecuritiesSecurities (based on the Common Unit Price), or such lesser amount if it constitutes the remaining holdings of such Holder, and (B) if USWS the Partnership has been advised by the Managing Underwriter that the inclusion of Common Unit 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 Units in 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 Unit Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.2(b2.02(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 Any 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 provided in this Section 2.02(a) to 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 3.1 hereof and confirmation of receipt of such notice shall be requested in confirmed by the noticeHolder. The Each such Holder will shall then have two five Business Days (or three Business Days in connection with any overnight or bought Underwritten Offering) after notice has been delivered to request in writing the inclusion of Common Unit Registrable Securities in the Underwritten Offering. If no written request for inclusion from a Holder is received within the specified time, each such Holder shall have no further right to participate in such Piggyback RegistrationUnderwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, USWS the Partnership shall determine for any reason not to undertake or to delay such Underwritten Offering, USWS the Partnership may, at its election, give written notice of such determination to the Selling Holders and, (x1) in the case of a 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 (y2) 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 Unit Registrable Securities in such Underwritten Offering by giving written notice to USWS the Partnership of such withdrawal up at or prior to and including the time of pricing of such offeringUnderwritten Offering. Any Holder may deliver written notice (a an “Piggyback Opt-Out Notice”) to USWS the Partnership requesting that such Holder not receive notice from USWS the Partnership of any proposed Underwritten Offering; 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), USWS the Partnership shall not be required to deliver any notice to such Holder pursuant to this Section 2.2(a2.02(a) and such Holder shall no longer be entitled to participate in Underwritten Offerings by USWS the Partnership pursuant to this Section 2.2(a2.02(a), unless such Piggyback Opt-Out Notice is revoked by such Holder.

Participation. If at any time USWS the Company proposes to file (i) at a time when USWS the Company is not a WKSI, a registration statement Registration Statement and such Holder has not previously included its Registrable Securities in a Shelf Registration Statement contemplated by Section 2.1(a) of this Agreement that is currently effective, or (ii) a prospectus supplement to an effective “automatic shelf automatic” registration statement” (as defined in Rule 405 under the Securities Act), so long as USWS the Company is a WKSI at such time or, whether or not USWS the Company is a WKSI, so long as the Registrable Securities were previously included in the underlying Shelf shelf Registration Statement or are included in on 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 Class A Common Stock Units in an Underwritten Offering 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 statement on any registration form which does not permit secondary sales, then USWS the Company shall give not less than three (3) Business Days advance Days’ notice (including, but not limited to, notification by e-electronic mail; such notice, a ) (the “Piggyback Notice”) of such proposed Underwritten Offering to each Holder that, (together with its Affiliates, owns ) owning more than $5.0 32.5 million of Registrable SecuritiesCommon Units, calculated on the basis of the Purchased Unit Price, and such notice Piggyback Notice shall offer such Holder the opportunity to participate in any Underwritten Offering and to include in such Underwritten Offering such number of Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writing (a “Piggyback Registration”); provided, however, that USWS (A) the Company shall not be required to include the Registrable Securities of the offer such opportunity (aa) to such Holders in such Registration if the Holders Holders, together with their Affiliates, do not offer a minimum of $5.0 20 million of Registrable Securities, in the aggregate (determined by multiplying the number of Registrable Securities owned by the average of the closing price on the NYSE for the Common Units for the ten trading days preceding the date of such notice), or (Bbb) to such Holders if USWS and to the extent that the Company has been advised by the Managing Underwriter that the inclusion of Registrable Securities for sale for the benefit of the such Holders will have an a material adverse effect on the offering price, timing or probability of success of the distribution of the Class A Common Stock Units in the Underwritten Offering, then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.2(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 3.1 hereof and confirmation of receipt of 3.1. Each such notice shall be requested in the notice. The Holder will have two Business Days (or one Business Day in connection with any overnight or bought Underwritten Offering) after notice such Piggyback Notice has been delivered to specifically request in writing the inclusion of Registrable Securities in the Underwritten Offering. If no request for inclusion from a Holder is received within the specified time, such Holder shall have no further right to participate in such Piggyback Registration. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, USWS the Company shall determine for any reason not to undertake or to delay such Underwritten Offering, USWS the Company may, at its election, give written notice of such determination to the Selling Holders and, (xAA) in the case of a 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 (yBB) 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 Registrable Securities in such Underwritten Offering by giving written notice to USWS the Company of such withdrawal up to and including the time of pricing of such offering. Any Holder may deliver written notice (a “Piggyback Opt-Out Notice”) to USWS the Company requesting that such Holder not receive notice from USWS the Company of any proposed Underwritten Offering; 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), USWS the Company shall not be required to deliver any notice to such Holder pursuant to this Section 2.2(a) and such Holder shall no longer be entitled to participate in Underwritten Offerings by USWS the Company pursuant to this Section 2.2(a), unless such Piggyback Opt-Out Notice is revoked by such Holder.

Participation. If at any time USWS Eagle Rock proposes to file (i) at a 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 2.1(a) of this Agreement that is currently effective, or (ii) a prospectus supplement to an effective “automatic shelf registration statement” (as defined in Rule 405 under , other than the Securities Act), so long as USWS is a WKSI at such time or, whether or not USWS is a WKSI, so long as the Registrable Securities were previously included in the underlying Shelf Registration Statement or are included in an effective Shelf Registration Statementcontemplated by Section 2.01 of this Agreement, or in any case in which Holders may participate in such offering without the filing of (ii) a post-effective amendmentregistration statement, other than a shelf registration statement, in each either case, for the sale of Class A Common Stock Units in an Underwritten 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 USWS shall give as soon as practicable but not less than three (3) Business Days advance 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 Eagle Rock shall give notice (including, but not limited to, notification by e-electronic mail; such notice, a “Piggyback Notice”) of such proposed Underwritten Offering to each Holder that, together with its Affiliates, owns more than $5.0 million of Registrable Securities, the Holders and such notice shall offer such Holder the Holders the opportunity to participate in any Underwritten Offering and to include in such Underwritten Offering such number of Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writing (a “Piggyback Registration”)writing; provided, however, that USWS (A) shall not be required to include the Registrable Securities of the Holders in such Registration if the Holders do not offer a minimum of $5.0 million of Registrable Securities, or (B) if USWS Eagle Rock has been advised by the Managing Underwriter that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an a material adverse effect on the offering price, timing or probability of success of the distribution of the Class A Common Stock Units in the Underwritten Offering, then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.2(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 (B2.02(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 this Agreement. The 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 provided in this Section 2.02(a) to 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 3.1 3.01 hereof and confirmation of receipt of such notice shall be requested in the noticeconfirmed by such Holder. The Each such Holder will shall then have two three (3) Business Days after receiving such notice has been delivered to request in writing the inclusion of Registrable Securities in the Underwritten Offering, except that such Holder shall have one (1) Business Day after such Holder confirms receipt of the notice to request inclusion of Registrable Securities in the Underwritten Offering in 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 within the specified time, such Holder shall have no further right to participate in such Piggyback RegistrationUnderwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, USWS Eagle Rock shall determine for any reason not to undertake or to delay such Underwritten Offering, USWS Eagle Rock may, at its election, give written notice of such determination to the Selling Holders and, (x) in the case of a 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 (y) 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 Registrable Securities in such Underwritten Offering offering by giving written notice to USWS Eagle Rock of such withdrawal up to and including the time of pricing of such offering. Any No Holder shall be entitled to participate in any such Underwritten Offering 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. Notwithstanding the foregoing, any Holder may deliver written notice (a an “Piggyback Opt-Opt Out Notice”) to USWS Eagle Rock requesting that such Holder not receive notice from USWS Eagle Rock of any proposed Underwritten Offering; 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), USWS shall not be required to deliver any notice to such Holder pursuant to this Section 2.2(a) and such Holder shall no longer be entitled to participate in Underwritten Offerings by USWS pursuant to this Section 2.2(a), unless such Piggyback Opt-Out Notice is revoked by such Holdernotice.

Participation. If If, at any time USWS proposes or from time to file (i) at time after the date hereof, the Company shall determine to register the sale of any of its securities or conduct an offering of registered securities in connection with an Underwritten Offering of its securities to the general public for cash on a time when USWS is not a WKSI, a form which would permit the registration statement and such Holder has not previously included its or offering of Registrable Securities in secondary sales (including, for the avoidance of doubt, pursuant to a Shelf Registration Statement contemplated by Section 2.1(a) of this Agreement that is currently effective, or (ii) a prospectus supplement to an effective “automatic shelf registration statement” (as defined in Rule 405 under the Securities ActStatement), so long as USWS is a WKSI at such time or, whether or not USWS is a WKSI, so long as the Registrable Securities were previously included in the underlying Shelf Registration Statement or are included 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 Class A Common Stock in an Underwritten 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 USWS the Company shall give not less than three (3) Business Days advance notice (including, but not limited to, notification by e-mail; such notice, a “Piggyback Notice”) of such proposed registration or Underwritten Offering to each Holder that, together with its Affiliates, owns more than $5.0 million of Registrable SecuritiesHolder, and such notice shall offer such Holder the opportunity to participate in any such registration or Underwritten Offering and to include in such Underwritten Offering therein such number of Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writing (a “Piggyback Registration”); provided, however, that USWS (A) shall not be required to include the Registrable Securities of the Holders in such Registration if the Holders do not offer a minimum of $5.0 million of Registrable Securities, or (B) if USWS Company has been advised by the Managing Underwriter that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an material and adverse effect on the offering price, timing or probability of success of the distribution of the Class A Common Stock in the Underwritten Offering, then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.2(b). If USWS 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 clause (B) of the proviso of the immediately preceding sentence, then USWS 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 USWSthe Company’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 USWSthe Company, shall include notification that the Holders do not have the opportunity to include Registrable Securities in such Underwritten Offering because USWS 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 an a material and 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 Company is so advised by the proviso of the immediately preceding sentence is made Managing Underwriter after the Piggyback Notice has been given, then USWS the Company shall notify the Holders who were provided such Piggyback Notice (or if the two 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 3.1 hereof and confirmation of receipt of such notice shall be requested in the notice. The , and each Holder will have two five Business Days (or, in the case of an “overnight” offering or a “bought deal,” one Business Day) after notice a Piggyback Notice has been delivered to request in writing the inclusion of Registrable Securities in the Underwritten OfferingPiggyback Registration referenced therein. If no request for inclusion from a Holder is received within the specified time, such Holder shall have no further right to participate in such Piggyback Registration. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, USWS the Company shall determine for any reason not to undertake or to delay such Underwritten Offering, USWS the Company may, at its election, give written notice of such determination to the Selling Holders and, (x) in the case of a 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 (y) 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 Registrable Securities in such Underwritten Offering by giving written notice to USWS the Company of such withdrawal up to and including the time of pricing of such offering. Any Holder may deliver written notice (a “Piggyback Opt-Out Notice”) to USWS the Company requesting that such Holder not receive notice from USWS the Company of any proposed Underwritten Offering; 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, USWS the Company shall not be required to deliver any notice to such Holder pursuant to this Section 2.2(a) and such Holder shall no longer be entitled to participate in Underwritten Offerings by USWS the Company pursuant to this Section 2.2(a), unless such Piggyback Opt-Out Notice is revoked by such Holder.

Participation. If at any time USWS the Partnership proposes to file during the Effectiveness Period (i) at a time when USWS is not a WKSI, a shelf registration statement and such Holder has not previously included its Registrable Securities in other than a Shelf Registration Statement contemplated by Section 2.1(a) of this Agreement that is currently effective2.01(a), or (ii) a prospectus supplement to an effective “automatic shelf registration statement” (as defined in Rule 405 under the Securities Act), so long as USWS is other than a WKSI at such time or, whether or not USWS is a WKSI, so long as the Registrable Securities were previously included in the underlying Shelf Registration Statement or are contemplated by Section 2.01(a) and Holders may be included in an effective Shelf 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 Class A Common Stock Units in an Underwritten Offering for its own account and/or or that 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 statement on any registration form which does not permit secondary salesboth, then USWS as soon as practicable following the selection of the Managing Underwriter for such Underwritten Offering, the Partnership shall give not less than three (3) Business Days advance notice (including, but not limited to, notification by e-electronic mail; such notice, a “Piggyback Notice”) of such proposed Underwritten Offering to each Holder that, (together with its Affiliates, owns more than $5.0 million ) holding at least the Threshold Amount of the then-outstanding Registrable Securities, Securities and such notice shall offer such Holder Holders the opportunity to participate in any Underwritten Offering and to include in such Underwritten Offering such number of Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writing (a “Piggyback Registration”)writing; provided, however, that USWS (A) the Partnership shall not be required to include the Registrable Securities of the Holders in provide such Registration if the Holders do opportunity to any such Holder that does not offer a minimum of $5.0 million the Threshold Amount of Registrable Securities, or and (B) if USWS the Partnership 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 Units in 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 Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.2(b2.02(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 Any 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 provided pursuant to this Section 2.02(a) to 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 3.1 hereof and confirmation of receipt of such notice shall be requested in confirmed by the noticeHolder. The Each such Holder will shall then have two (2) Business Days (or one (1) Business Day in connection with any overnight or bought Underwritten Offering) after notice has been delivered to request in writing the inclusion of Registrable Securities in the Underwritten Offering. If no written request for inclusion from a Holder is received within the specified time, each such Holder shall have no further right to participate in such Piggyback RegistrationUnderwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, USWS the Partnership shall determine for any reason not to undertake or to delay such Underwritten Offering, USWS the Partnership may, at its election, give written notice of such determination to the Selling Holders and, (x) in the case of a 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 (y) 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 Registrable Securities in such Underwritten Offering by giving written notice to USWS the Partnership of such withdrawal up at or prior to and including the time of pricing of such offeringUnderwritten Offering. Any Holder may deliver written notice (a an “Piggyback Opt-Out Notice”) to USWS the Partnership requesting that such Holder not receive notice from USWS the Partnership of any proposed Underwritten Offering; 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), USWS the Partnership shall not be required to deliver any notice to such Holder pursuant to this Section 2.2(a2.02(a) and such Holder shall no longer be entitled to participate in Underwritten Offerings by USWS the Partnership pursuant to this Section 2.2(a2.02(a), unless such Piggyback Opt-Out Notice is revoked by such Holder.

Participation. If at any time USWS the Partnership proposes to file (i) at a time when USWS is not Registration Statement (other than a WKSI, a registration statement and such Holder has not previously included its Registrable Securities in a Shelf Registration Statement contemplated by Section 2.1(a2.01(a)) on behalf of this Agreement that is currently effectiveany other Holder, other than DRI or any of its Affiliates, who has registration rights related to an Underwritten Offering undertaken pursuant to Section 2.03 (“Other Holder”), or (ii) a prospectus supplement relating to the sale of Common Units by any Other Holders to an effective “automatic shelf automatic” registration statement” (as defined in Rule 405 under the Securities Act), so long as USWS the Partnership is a WKSI at such time or, whether or not USWS the Partnership is a WKSI, so long as the Common Unit Registrable Securities were previously included in the underlying Shelf shelf Registration Statement or are included in on 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 Class A Common Stock Units by Other Holders in an Underwritten Offering for its own account and/or another Person, other than (a) a registration relating solely undertaken pursuant 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 salesSection 2.03, then USWS the Partnership shall give not less than three (3) four Business Days advance Days’ notice (including, but not limited to, including notification by e-electronic mail; such notice, a ) (the “Piggyback Notice”) of such proposed Underwritten Offering to each Holder that, (together with its Affiliates, owns more than $5.0 million of ) owning Common Unit Registrable Securities, Securities and such notice Piggyback Notice shall offer such Holder the opportunity to participate in any Underwritten Offering and to include in such Underwritten Offering such number of Common Unit Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writing (a “Piggyback Registration”); provided, however, that USWS (A) the Partnership shall not be required to include the Registrable Securities of the offer such opportunity (A) to such Holders in such Registration if the Holders Holders, together with their Affiliates, do not offer a minimum of $5.0 25 million of Common Unit Registrable Securities, in the aggregate (determined by multiplying the number of Common Unit Registrable Securities owned by the Average VWAP for the 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 USWS the Partnership has been advised by the Managing Underwriter that the inclusion of Common Unit Registrable Securities for sale for the benefit of the such Holders will have an adverse effect on the offering price, timing or probability of success of the distribution of the Class A Common Stock Units in the such Underwritten Offering, then in which case the amount of Common Unit Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.2(b2.02(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 3.1 hereof 3.01 and confirmation of receipt of such notice shall be requested in confirmed and kept confidential by the noticeHolders until either (x) such proposed Underwritten Offering has been publicly announced by the Partnership or (y) the Holders have received notice from the Partnership that such proposed Underwritten Offering has been abandoned, which the Partnership shall provide to the Holders reasonably promptly after the final decision to abandon a proposed Underwritten Offering has been made. The Each such Holder will have four Business Days (or two Business Days in connection with any overnight or bought Underwritten Offering) after notice such Piggyback Notice has been delivered to request in writing to the Partnership the inclusion of Common Unit Registrable Securities in the Underwritten Offering. If no request for inclusion from a Holder is received by the Partnership within the specified time, such Holder shall have no further right to participate in such Piggyback RegistrationUnderwritten Offering. If, at any time after giving written notice of its the Partnership’s intention to undertake an Underwritten Offering and prior to the closing pricing of such Underwritten Offering, USWS shall determine for any reason not to undertake or to delay such Underwritten OfferingOffering is terminated or delayed pursuant to the provisions of this Agreement, USWS the Partnership may, at its election, give written notice of such determination to the Selling Holders and, (x1) in the case of a determination not to undertake 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 (y2) 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 Unit Registrable Securities in such Underwritten Offering by giving written notice to USWS the Partnership of such withdrawal up at least one Business Day prior to and including the time of pricing of such offeringUnderwritten Offering. Any Holder may deliver written notice (a “Piggyback Opt-Out Notice”) to USWS the Partnership requesting that such Holder not receive notice from USWS the Partnership of any proposed Underwritten Offering; 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), USWS the Partnership shall not be required to deliver any notice to such Holder pursuant to this Section 2.2(a2.02(a) and such Holder shall no longer be entitled to participate in Underwritten Offerings by USWS pursuant to this Section 2.2(a2.02(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 USWS the Partnership proposes to file (i) at a time when USWS is not Registration Statement (other than a WKSI, a registration statement and such Holder has not previously included its Registrable Securities in a Shelf Registration Statement contemplated by Section 2.1(a2.01(a)) on behalf of this Agreement that is currently effective, any other Persons who have or have been granted registration rights by the Partnership (the “Other Holders”) or (ii) a prospectus supplement relating to the sale of Common Units by any Other Holders pursuant to an effective “automatic shelf automatic” registration statement” (as defined in Rule 405 under the Securities Act), so long as USWS the Partnership is a WKSI at such time or, whether or not USWS the Partnership is a WKSI, so long as the Registrable Securities were previously included in the underlying Shelf shelf Registration Statement or are included in on an effective Shelf 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 Class A Common Stock Units by Other Holders in an Underwritten Offering for its own account and/or another Person, other than (a) a registration relating solely including an Underwritten Offering undertaken pursuant 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 salesSection 2.03), then USWS the Partnership shall give not less than three (3) Business Days advance Days’ notice (including, but not limited to, notification by e-electronic mail; such notice, a ) (the “Piggyback Notice”) of such proposed Underwritten Offering to each Holder that, (together with its Affiliates, owns ) owning more than $5.0 100 million of Registrable Securities, calculated on the basis of the Average Common Unit Price as of the date of the Piggyback Notice, and such notice Piggyback 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 Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writing (a “Piggyback Registration”); provided, however, that USWS (A) the Partnership shall not be required to include the Registrable Securities of the offer such opportunity (A) to such Holders in such Registration if the Holders Holders, together with their Affiliates, do not offer a minimum of $5.0 50 million of Registrable Securities, in the aggregate (determined by multiplying the number of Registrable Securities offered by the Average Common Unit Price), or (B) to such Holders if USWS and to the extent that the Partnership has been advised by the Managing Underwriter that the inclusion of Registrable Securities for sale for the benefit of the such Holders will have an adverse effect on the offering price, timing or probability of success of the distribution of the Class A Common Stock Units in the such Underwritten Offering, then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.2(b2.02(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 the applicable Holders on a Business Day pursuant to Section 3.1 hereof and confirmation of receipt of 3.01. Each such notice shall be requested in the notice. The Holder will have two Business Days (or one Business Day in connection with any overnight or bought Underwritten Offering) after notice such Piggyback Notice has been delivered to request in writing the inclusion of Registrable Securities in the Underwritten OfferingOffering for Other Holders. If no request for inclusion from a Holder is received within the specified time, such Holder shall have no further right to participate in such Piggyback RegistrationUnderwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering for Other Holders and prior to the closing of such Underwritten Offering, USWS the Partnership shall determine for any reason not to undertake or to delay such Underwritten Offering, USWS the Partnership may, at its election, give written notice of such determination to the Selling Holders and, (x1) in the case of a 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 (y2) 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 Registrable Securities in such Underwritten Offering by giving written notice to USWS the Partnership of such withdrawal up at least one Business Day prior to and including the time of pricing of such offeringUnderwritten Offering. Any Holder may deliver written notice (a “Piggyback Opt-Out Notice”) to USWS the Partnership requesting that such Holder not receive notice from USWS the Partnership of any proposed Underwritten OfferingOffering 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), USWS the Partnership shall not be required to deliver any notice to such Holder pursuant to this Section 2.2(a2.02(a) and such Holder shall no longer be entitled to participate in Underwritten Offerings by USWS for Other Holders pursuant to this Section 2.2(a2.02(a), unless such Piggyback Opt-Out Notice is revoked by such Holder.

Participation. If at any time USWS the Partnership proposes to file (i) at a time when USWS is not a WKSI, a shelf registration statement and such Holder has not previously included its Registrable Securities in a Shelf other than the Registration Statement contemplated by Section 2.1(a) of this Agreement that is currently effective2.01(a), or (ii) a prospectus supplement to an effective “automatic shelf registration statement” (as defined in Rule 405 under , other than the Securities Act), so long as USWS is a WKSI at such time or, whether or not USWS is a WKSI, so long as the Registrable Securities were previously included in the underlying Shelf Registration Statement or are included in an effective Shelf 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 Class A Common Stock Units in an Underwritten Offering for its own account and/or another Person, other than (a) a registration relating solely then as soon as practicable following the engagement of counsel by the Partnership to employee benefit plansprepare the documents to be used in connection with an Underwritten Offering, (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 USWS the Partnership shall give not less than three (3) Business Days advance notice (including, but not limited to, notification by e-electronic mail; such notice, a “Piggyback Notice”) of such proposed Underwritten Offering to each Holder that, (together with its Affiliates, owns more than ) holding at least $5.0 10.0 million of the then-outstanding Registrable Securities, Securities (based on the Purchase Price per Common Unit under the Purchase Agreement) and such notice shall offer such Holder Holders the opportunity to participate in any Underwritten Offering and to include in such Underwritten Offering such number of Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writing (a “Piggyback Registration”)writing; provided, however, that USWS (A) shall not be required to include the Registrable Securities of the Holders in such Registration if the Holders do not offer a minimum of $5.0 million of Registrable Securities, or (B) if USWS Partnership 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 Units in 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 Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.2(b2.02(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 Any 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 provided in this Section 2.02(a) to 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 3.1 hereof and confirmation of receipt of 3.01 hereof. Each such notice Holder shall be requested in the notice. The Holder will then have two (2) Business Days (or one (1) Business Day in connection with any overnight or bought Underwritten Offering) after notice has been delivered to request in writing the inclusion of Registrable Securities in the Underwritten Offering. If no written request for inclusion from a Holder is received within the specified time, each such Holder shall have no further right to participate in such Piggyback RegistrationUnderwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, USWS the Partnership shall determine for any reason not to undertake or to delay such Underwritten Offering, USWS the Partnership may, at its election, give written notice of such determination to the Selling Holders and, (x) in the case of a 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 (y) 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 Registrable Securities in such Underwritten Offering by giving written notice to USWS the Partnership of such withdrawal up at or prior to and including the time of pricing of such offeringUnderwritten Offering. Any Holder may deliver written notice (a an “Piggyback Opt-Out Notice”) to USWS the Partnership requesting that such Holder not receive notice from USWS the Partnership of any proposed Underwritten Offering; 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), USWS the Partnership shall not be required to deliver any notice to such Holder pursuant to this Section 2.2(a2.02(a) and such Holder shall no longer be entitled to participate in Underwritten Offerings by USWS the Partnership pursuant to this Section 2.2(a2.02(a), unless such Piggyback . The Holders indicated on Schedule A hereto as having opted out shall each be deemed to have delivered an Opt-Out Notice is revoked by such Holderas of the date hereof.

Participation. If at any time USWS during the Shelf Period, the Company proposes to file (i) at a time when USWS is not a WKSI, a shelf registration statement other than the Shelf Registration Statement (in which event the Company covenants and such Holder has not previously included its agrees to include thereon a description of the transaction under which Navy acquired the Registrable Securities in Securities), (ii) a Prospectus supplement to an effective shelf registration statement, other than any Shelf Registration Statement contemplated by Section 2.1(a2.01(a) of this Agreement that is currently effectiveAgreement, or (ii) a prospectus supplement to an effective “automatic shelf registration statement” (as defined in Rule 405 under the Securities Act), so long as USWS is a WKSI at such time or, whether or not USWS is a WKSI, so long as the Registrable Securities were previously and Holders could be included in the underlying Shelf Registration Statement or are included 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 amendmentamendment thereto (other than a post-effective amendment that is immediately effective), or (iii) a registration statement, other than a shelf registration statement, in the case of each caseof clause (i), (ii) or (iii), for the sale of Class A Common Stock Company Shares in an Underwritten Offering for its own account and/or another PersonPerson (a “Company Public Sale”), other than (a) a registration relating solely to employee benefit plansthen, (b) a registration relating solely to a Rule 145 transactionas soon as practicable, or (c) a registration statement on any registration form which does not permit secondary sales, then USWS shall give but not less than three (3) five Business Days advance prior to the filing of (A) any preliminary Prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(b) under the Securities Act, (B) 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 (C) such Registration Statement or immediately effective post-effective amendment, as the case may be, the Company shall give notice (including, but not limited to, notification by e-electronic mail; such notice, a “Piggyback Notice”) of such proposed Underwritten Offering to each Holder that, together with its Affiliates, owns more than $5.0 million of Registrable Securities, the Holders (the “Piggyback Notice”) and such notice shall offer such Holder the Holders the opportunity to participate in any Underwritten Offering and to include in such Underwritten Offering such number of Registrable Securities Covered Company Shares (the “Included Registrable Securities”) as each such Holder may request in writing (a “Piggyback Registration”); provided, however, that USWS (A) shall not be required to include the Registrable Securities within three Business Days of the Holders in such Registration if issuance of the Holders do not offer a minimum of $5.0 million of Registrable Securities, or (B) if USWS Piggyback Notice. If the Company has been advised in writing (including but not limited to electronic communications) by the Managing Underwriter or Underwriters that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an a significant adverse effect on the offering price, timing or probability of success of the distribution of the Class A Common Stock Company Shares in the Underwritten OfferingOffering or the market for the Company Shares, then the amount of Registrable Securities to be offered for the accounts of the Holders shall be determined based on the provisions of Section 2.2(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 (B2.02(b) of the proviso of the immediately preceding sentence, then USWS shall nevertheless be required to furnish to such Holders the this Agreement. 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 provided in this Section 2.02(a) to 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 3.1 hereof and confirmation of receipt of such notice shall be requested in the notice. The Holder will have two Business Days after notice has been delivered to request in writing the inclusion of Registrable Securities in the Underwritten Offering3.04 hereof. If no request for inclusion from a Holder is received within the specified time, such Holder shall have no further right to participate in such Piggyback RegistrationUnderwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, USWS the Company shall determine for any reason not to undertake or to delay such Underwritten Offering, USWS the Company may, at its election, give written notice of such determination to the Selling Holders and, (x) in the case of a 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 without prejudice to the right of Navy to immediately request an Underwritten Offering pursuant to Section 2.01(c), and (y) 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 its Registrable Securities in such Underwritten Offering offering by giving written notice to USWS the Company of such withdrawal up to and including the time of pricing of such offering. Any Holder may deliver written notice (a “Piggyback Opt-Out Notice”Each Holder’s rights under this Section 2.02(a) to USWS requesting that shall terminate when such Holder not receive notice from USWS (together with any Affiliates of any proposed Underwritten Offering; 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), USWS shall not be required to deliver any notice to such Holder pursuant to this Section 2.2(a) and such Holder shall no longer be entitled to participate in Underwritten Offerings by USWS pursuant to this Section 2.2(a), unless such Piggyback Opt-Out Notice is revoked by such Holder) first holds, directly or indirectly, less than $25 million in the aggregate of Registrable Securities, based on the volume weighted average closing price of Company Shares for the ten trading days immediately preceding the date on which the determination is made.

Participation. If at any time USWS the Company proposes to file (i) at a time when USWS is not Registration Statement (other than a WKSI, a registration statement and such Holder has not previously included its Registrable Securities in a Shelf Registration Statement contemplated by Section 2.1(a)) of this Agreement that is currently effective, or (ii) a prospectus supplement to an effective “automatic shelf automatic” registration statement” (as defined in Rule 405 under the Securities Act), so long as USWS the Company is a WKSI at such time or, whether or not USWS the Company is a WKSI, so long as the Registrable Securities were previously included in the underlying Shelf shelf Registration Statement or are included in on 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 Class A Common Stock Units in an Underwritten 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 USWS the Company shall give not less than three (3) Business Days advance Days’ notice (including, but not limited to, notification by e-electronic mail; such notice, a ) (the “Piggyback Notice”) of such proposed Underwritten Offering to each Holder that, (together with its Affiliates, owns ) owning more than $5.0 75 million of Registrable SecuritiesCommon Units, calculated on the basis of the Purchased Unit Price, and such notice Piggyback Notice shall offer such Holder the opportunity to participate in any Underwritten Offering and to include in such Underwritten Offering such number of Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writing (a “Piggyback Registration”); provided, however, that USWS (A) the Company shall not be required to include the Registrable Securities of the offer such opportunity (aa) to such Holders in such Registration if the Holders Holders, together with their Affiliates, do not offer a minimum of $5.0 37.5 million of Registrable Securities, in the aggregate (determined by multiplying the number of Registrable Securities owned by the average of the closing price on the NYSE for the Common Units for the ten trading days preceding the date of such notice), or (Bbb) to such Holders if USWS and to the extent that the Company has been advised by the Managing Underwriter that the inclusion of Registrable Securities for sale for the benefit of the such Holders will have an adverse effect on the offering price, timing timing, or probability of success of the distribution of the Class A Common Stock Units in the such Underwritten Offering, then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.2(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 3.1 hereof and confirmation of receipt of 3.1. Each such notice shall be requested in the notice. The Holder will have two Business Days (or one Business Day in connection with any overnight or bought Underwritten Offering) after notice such Piggyback Notice has been delivered to request in writing the inclusion of Registrable Securities in the Underwritten Offering. If no request for inclusion from a Holder is received within the specified time, such Holder shall have no further right to participate in such Piggyback RegistrationUnderwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, USWS the Company shall determine for any reason not to undertake or to delay such Underwritten Offering, USWS the Company may, at its election, give written notice of such determination to the Selling Holders and, (xAA) in the case of a 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 (yBB) 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 Registrable Securities in such Underwritten Offering by giving written notice to USWS the Company of such withdrawal up at least one Business Day prior to and including the time of pricing of such offeringUnderwritten Offering. Any Holder may deliver written notice (a “Piggyback Opt-Out Notice”) to USWS the Company requesting that such Holder not receive notice from USWS the Company of any proposed Underwritten Offering; 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), USWS the Company shall not be required to deliver any notice to such Holder pursuant to this Section 2.2(a) and such Holder shall no longer be entitled to participate in Underwritten Offerings by USWS the Company pursuant to this Section 2.2(a), unless such Piggyback Opt-Out Notice is revoked by such Holder.

Participation. If at In the event the Registrable Securities may not be disposed of without restriction pursuant to any time USWS section of Rule 144 (or any similar provision then in effect) under the Securities Act, if the Partnership proposes to file (i) at a 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 2.1(a) of this Agreement that is currently effective, or (ii) a prospectus supplement to an effective “automatic shelf registration statement” (as defined in Rule 405 under , other than the Securities Act), so long as USWS is a WKSI at such time or, whether or not USWS is a WKSI, so long as the Registrable Securities were previously included in the underlying Shelf Registration Statement or are included in an effective Shelf 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 (ii) a registration statement, other than a shelf registration statement, in each case, for the sale of Class A Common Stock Units in an Underwritten Offering for its own account and/or another Person, other than (a) a registration relating solely then as soon as practicable following the engagement of counsel by the Partnership to employee benefit plansprepare the documents to be used in connection with an Underwritten Offering, (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 USWS the Partnership shall give not less than three (3) Business Days advance notice (includingwhich may include, but not limited towithout limitation, notification by e-electronic mail; such notice, a “Piggyback Notice”) of such proposed Underwritten Offering to each Holder that, together with its Affiliates, owns more than holds in the aggregate at least $5.0 million of the then-outstanding Registrable Securities, Securities (based on the Common Unit Price) and such notice shall offer such Holder Holders the opportunity to participate in any Underwritten Offering and to include in such Underwritten Offering such number of Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writing (a “Piggyback Registration”)writing; provided, however, that USWS (Ai) the Partnership shall not be required to include the Registrable Securities of the Holders in provide such Registration if the Holders do opportunity to any such Holder that does not offer a minimum of $5.0 million of Registrable SecuritiesSecurities (based on the Common Unit Price), or (Bii) if USWS the Partnership 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 Units in 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 Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.2(b2.02(b). If USWS is not Any notice required to offer the opportunity for be provided in this Section 2.02(a) to Holders shall be provided on a Piggyback Registration in respect of a proposed Underwritten Offering as a result of the circumstance Business Day pursuant to Section 3.01 hereof. Each such Holder 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 then have the opportunity to include Registrable Securities two (2) Business Days (or one (1) Business Day 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 connection with any overnight or probability of success of the distribution of the Class A Common Stock in the bought 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 3.1 hereof and confirmation of receipt of such notice shall be requested in the notice. The Holder will have two Business Days after notice has been delivered to request in writing the inclusion of 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 Piggyback RegistrationUnderwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, USWS the Partnership shall determine for any reason not to undertake or to delay such Underwritten Offering, USWS the Partnership may, at its election, give written notice of such determination to the Selling Holders and, (x) in the case of a 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 (y) 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 Registrable Securities in such Underwritten Offering by giving written notice to USWS the Partnership of such withdrawal up at or prior to and including the time of pricing of such offeringUnderwritten Offering. Any Holder may deliver written notice (a an “Piggyback Opt-Out Notice”) to USWS the Partnership requesting that such Holder not receive notice from USWS the Partnership of any proposed Underwritten Offering; 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), USWS the Partnership shall not be required to deliver any notice to such Holder pursuant to this Section 2.2(a2.02(a) and such Holder shall no longer be entitled to participate in Underwritten Offerings by USWS the Partnership pursuant to this Section 2.2(a2.02(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 Holdershall be deemed to have delivered an Opt-Out Notice as of the date hereof.

Participation. If the Company at any time USWS 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) at a time when USWS is Registration under Section 3.01 or Section 3.02, it being understood that this clause (i) does not a WKSIlimit the rights of Holders to make written requests pursuant to Section 3.01 or Section 3.02 or otherwise limit the applicability thereof, a registration statement and such Holder has not previously included its Registrable Securities in a Shelf Registration Statement contemplated by Section 2.1(a) of this Agreement that is currently effective, or (ii) a prospectus supplement to an effective “automatic shelf registration statement” Registration Statement on Form S-4 or S-8 (as defined or such other similar successor forms then in Rule 405 effect under the Securities Act), so long (iii) a registration of securities solely relating to an offering and sale to employees, directors or consultants of the Company or its Subsidiaries pursuant to any employee stock plan or other employee benefit plan arrangement, (iv) a registration not otherwise covered by clause (iii) above pursuant to which the Company is offering to exchange its own securities for other securities or (v) a Registration Statement relating solely to dividend reinvestment or similar plans) (a “Company Public Sale”), then, (A) as USWS is a WKSI at soon as practicable (but in no event less than 10 days prior to the proposed date of filing of such time orRegistration Statement), whether or not USWS is a WKSI, so long the Company shall give written notice of such proposed filing to 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 Registrable Securities as Investor Holdco and such 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 were previously included 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 underlying Shelf Registration Statement or are included 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 an effective Shelf no event less than fifteen (15) 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 Class A Common Stock in an Underwritten 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 USWS Company shall give not less than three (3) Business Days advance written notice (including, but not limited to, notification by e-mail; such notice, a “Piggyback Notice”) of such proposed Underwritten Offering filing to each Holder that, together with its Affiliates, owns more than $5.0 million of Registrable Securitiesthe remaining Holders, and such notice shall offer each such Holder the opportunity to participate in any Underwritten Offering and to include in Register under such Underwritten Offering Registration Statement such number of Registrable Securities (the “Included Registrable Securities”) as each 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 USWS (A) shall not be required to include the Registrable Securities of the Holders in such Registration if the Holders do not offer a minimum of $5.0 million of Registrable Securities, or (B) if 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, then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.2(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 3.1 hereof and confirmation of receipt of such notice shall be requested in the notice. The Holder will have two Business Days after notice has been delivered to request in writing the inclusion of Registrable Securities in the Underwritten Offering. If no request for inclusion from a Holder is received within the specified time, such Holder shall have no further right to participate in such Piggyback Registration. If, at any time after giving written notice of its intention to undertake an Underwritten Offering Register any equity securities and prior to the closing effective date of the Registration Statement filed in connection with such Underwritten OfferingPiggyback Registration, USWS the Company shall determine for any reason not to undertake Register or to delay Registration of the equity securities covered by such Underwritten OfferingPiggyback Registration, USWS may, 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, (x1) in the case of a determination not to undertake such Underwritten OfferingRegister, 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 (y2) 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 Offeringother equity securities covered by such Piggyback Registration. Any Selling If the offering pursuant to such Registration Statement is to be underwritten, the Company shall so advise the Holders as a part of the written notice given pursuant this Section 3.03(a), and each Holder shall have the right to withdraw such Selling Holder’s making a request for inclusion of such Selling Holder’s Registrable Securities in such Underwritten Offering by giving written notice to USWS of such withdrawal up to and including the time of pricing of such offering. Any Holder may deliver written notice (a “Piggyback Opt-Out Notice”) to USWS requesting that such Holder not receive notice from USWS of any proposed Underwritten Offering; 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), USWS shall not be required to deliver any notice to such Holder Registration pursuant to this Section 2.2(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 by USWS so advise the Holders as part of the written notice given pursuant to this Section 2.2(a3.03(a), unless and each Holder making a request for a Piggyback 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 Opt-Out Notice is revoked by Registration at any time prior to the effectiveness of such HolderRegistration Statement.

Participation. If at any time USWS So long as a Holder has Registrable Securities, if the Partnership proposes to file (i) at a time when USWS is not shelf registration statement, other than a WKSI, a registration statement and such Holder has not previously included its Registrable Securities in a Shelf Registration Statement contemplated by Section 2.1(a) of this Agreement that is currently effective2.01(a), or (ii) a prospectus supplement to an effective “automatic shelf registration statement” (as defined in Rule 405 under statement relating to the Securities Actsale of equity securities of the Partnership, other than a Registration Statement contemplated by Section 2.01(a), so long as USWS is a WKSI at such time or, whether or not USWS is a WKSI, so long as the Registrable Securities were previously included in the underlying Shelf Registration Statement or are included in an effective Shelf Registration Statement, 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 Class A Common Stock Units in an Underwritten Offering for its own account and/or or that 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 statement on any registration form which does not permit secondary salesboth, then USWS promptly following the selection of the Managing Underwriter for such Underwritten Offering, the Partnership shall give not less than three (3) Business Days advance notice (including, but not limited to, notification by e-mail; such notice, a “Piggyback Notice”) of such proposed Underwritten Offering to each Holder that, (together with its Affiliates, owns more than $5.0 million ) holding at least the Piggyback Threshold Amount of the then-outstanding Registrable Securities, Securities (calculated based on the Unit Purchase Price) and such notice shall offer such Holder Holders the opportunity to participate in any Underwritten Offering and to include in such Underwritten Offering such number of Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writing (a “Piggyback Registration”)writing; provided, however, that USWS (A) the Partnership shall not be required to include provide such opportunity if, in the Registrable Securities of the Holders in such Registration if aggregate, the Holders do not offer a minimum of $5.0 million the Piggyback Threshold Amount of Registrable SecuritiesSecurities (based on the Unit Purchase Price), or and (B) if USWS the Partnership 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 Units in the Underwritten Offering, then (x) if, in the opinion of 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 Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.2(b2.02(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 Any 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 provided in this Section 2.02(a) to 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 3.1 hereof and confirmation of receipt of such notice shall be requested in confirmed by the noticeHolder. The Each such Holder will shall then have two three Business Days (or one Business Day in connection with any overnight or bought Underwritten Offering) after notice has been delivered to request in writing the inclusion of Registrable Securities in the Underwritten Offering. If no a Holder’s written request for inclusion from a Holder is not received within the specified time, such Holder shall have no further right to participate in such Piggyback RegistrationUnderwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, USWS the Partnership shall determine for any reason to delay or not to undertake or to delay such Underwritten Offering, USWS the Partnership may, at its election, give written notice of such determination to the Selling Holders and, (x1) in the case of a 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 (y2) 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 Registrable Securities in such Underwritten Offering by giving written notice to USWS the Partnership of such withdrawal up at or prior to and including the time of pricing of such offeringUnderwritten Offering. Any Holder may deliver written notice (a an “Piggyback Opt-Out Notice”) to USWS the Partnership requesting that such Holder not receive notice from USWS the Partnership of any proposed Underwritten Offering; 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)Holder, USWS the Partnership shall not be required to deliver any notice to such Holder pursuant to this Section 2.2(a2.02(a) and such Holder shall no longer be entitled to participate in Underwritten Offerings by USWS the Partnership pursuant to this Section 2.2(a2.02(a), unless such Piggyback Opt-Out Notice is revoked by such Holder.

Participation. If at any time USWS the Company proposes to file (i) at a time when USWS is not Registration Statement (other than a WKSI, a registration statement and such Holder has not previously included its Registrable Securities in a Shelf Registration Statement contemplated by Section 2.1(a2.01(a)) on its own behalf relating to the sale of this Agreement that is currently effective, Common Stock or on behalf of any other Persons who have or have been granted registration rights (the “Other Holders”) or (ii) a prospectus supplement relating to the sale of Common Stock by the Company or any Other Holders to an effective “automatic shelf automatic” registration statement” (as defined in Rule 405 under the Securities Act), so long as USWS the Company is a WKSI at such time or, whether or not USWS the Company is a WKSI, so long as the Registrable Securities were previously included in the underlying Shelf shelf Registration Statement or are included in on 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 Class A Common Stock by the Company or Other Holders in an Underwritten Offering for its own account and/or another Person, other than (a) a registration relating solely including an Underwritten Offering undertaken pursuant 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 salesSection 2.03), then USWS the Company shall give not less than three four Business Days’ notice (3) or two Business Days advance notice in connection with any overnight or bought Underwritten Offering) (including, but not limited to, notification by e-electronic mail; such notice, a ) (the “Piggyback Notice”) of such proposed Underwritten Offering to each Holder that, (together with its Affiliates, owns ) owning more than $5.0 75 million of Common 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 notice Piggyback Notice shall offer such Holder the opportunity to participate in any Underwritten Offering and to include in such Underwritten Offering such number of Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writing (a “Piggyback Registration”); provided, however, that USWS (A) the Company shall not be required to include the Registrable Securities offer such opportunity (A) to any such Holders other than any of the Holders in such Registration Stonepeak and its Affiliates if the Holders Holders, together with their Affiliates, do not offer a minimum of $5.0 50 million of Registrable SecuritiesSecurities in the aggregate (determined by multiplying the number of Registrable Securities owned by the Purchased Preferred Stock Price ), or (B) to such Holders if USWS and to the extent that the Company has been advised by the Managing Underwriter Underwriter, acting in good faith, that the inclusion of Registrable Securities for sale for the benefit of the such 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 such Underwritten Offering, then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.2(b2.02(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 3.1 hereof and confirmation 3.01. If practical in the context of receipt the contemplated offering, the Company shall use reasonable efforts to increase the length of such notice the Piggyback Notice to provide more time for the applicable Holders to make an election to participate; provided, however, that any decision to increase the length of the Piggyback Notice for longer than two Business Days shall be requested in the noticesole discretion of the Company. The Each such Holder will have four Business Days (or two 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 notice such Piggyback Notice has been delivered to request in writing the inclusion of Registrable Securities in the Underwritten Offering. If no request for inclusion from a Holder is received within the specified time, such Holder shall have no further right to participate in such Piggyback RegistrationUnderwritten Offering. If, at any time after giving written notice of its intention to undertake such an Underwritten Offering and prior to the closing of such Underwritten Offering, USWS the Company shall determine for any reason not to undertake or to delay such Underwritten Offering, USWS the Company may, at its election, give written notice of such determination to the Selling Holders and, (x1) in the case of a 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 (y2) 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 Registrable Securities in such Underwritten Offering by giving written notice to USWS the Company of such withdrawal up at least one Business Day prior to and including the time of pricing of such offeringUnderwritten Offering. Any Holder may deliver written notice (a “Piggyback Opt-Out Notice”) to USWS the Company requesting that such Holder not receive notice from USWS the Company of any proposed Underwritten Offering; 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), USWS the Company shall not be required to deliver any notice to such Holder pursuant to this Section 2.2(a2.02(a) and such Holder shall no longer be entitled to participate in Underwritten Offerings by USWS pursuant to this Section 2.2(a2.02(a), unless such Piggyback Opt-Out Notice is revoked by such Holder.

Participation. If at any time USWS Concho proposes to file (i) at a 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 2.1(a) of this Agreement that is currently effective, or (ii) a prospectus supplement to an effective “automatic shelf registration statement” (as defined in Rule 405 under , other than the Securities Act), so long as USWS is a WKSI at such time or, whether or not USWS is a WKSI, so long as the Registrable Securities were previously included in the underlying Shelf Registration Statement or are included in an effective Shelf Registration Statementcontemplated by Section 2.01 of this Agreement, or in any case in which Holders may participate in such offering without the filing of (ii) a post-effective amendmentregistration statement, other than a shelf registration statement, in each either case, for the sale of Class A Common Stock in an Underwritten 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 USWS shall give as soon as practicable but not less than three (3) Business Days advance 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 Concho shall give notice (including, but not limited to, notification by e-electronic mail; such notice, a “Piggyback Notice”) of such proposed Underwritten Offering to each Holder that, together with its Affiliates, owns more than $5.0 million of Registrable Securities, the Holders and such notice shall offer such Holder the Holders the opportunity to participate in any Underwritten Offering and to include in such Underwritten Offering such number of Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writing (a “Piggyback Registration”)writing; provided, however, that USWS (A) shall not be required to include the Registrable Securities of the Holders in such Registration if the Holders do not offer a minimum of $5.0 million of Registrable Securities, or (B) if USWS Concho has been advised by the Managing Underwriter that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an a material adverse effect on the offering price, timing or probability of success of the distribution of the Class A Common Stock in the Underwritten Offering, then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.2(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 (B2.02(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 this Agreement. The 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 provided in this Section 2.02(a) to 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 3.1 3.01 hereof and confirmation of receipt of such notice shall be requested in the noticeconfirmed by such Holder. The Each such Holder will shall then have two three Business Days after receiving such notice has been delivered to request in writing the inclusion of Registrable Securities in the Underwritten Offering, except that such Holder shall have one Business Day after such Holder confirms receipt of the notice to request inclusion of Registrable Securities in the Underwritten Offering in 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 within the specified time, such Holder shall have no further right to participate in such Piggyback RegistrationUnderwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, USWS Concho shall determine for any reason not to undertake or to delay such Underwritten Offering, USWS Concho may, at its election, give written notice of such determination to the Selling Holders and, (x) in the case of a 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 (y) 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 Registrable Securities in such Underwritten Offering offering by giving written notice to USWS Concho of such withdrawal up to and including the time of pricing of such offering. 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 USWS Concho requesting that such Holder not receive notice from USWS Concho of any proposed Underwritten Offering; 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), USWS shall not be required to deliver any notice to such Holder pursuant to this Section 2.2(a) and such Holder shall no longer be entitled to participate in Underwritten Offerings by USWS pursuant to this Section 2.2(a), unless such Piggyback Opt-Out Notice is revoked by such Holder.

Participation. If at any time USWS the Partnership proposes to file (i) at a time when USWS is not a WKSI, a shelf registration statement and such Holder has not previously included its Registrable Securities in a Shelf other than the Registration Statement contemplated by Section 2.1(a) of this Agreement that is currently effective2.01(a), or (ii) a prospectus supplement to an effective “automatic shelf registration statement” (as defined in Rule 405 under , other than the Securities Act), so long as USWS is a WKSI at such time or, whether or not USWS is a WKSI, so long as the Registrable Securities were previously included in the underlying Shelf Registration Statement or are included in an effective Shelf 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 Class A Common Stock Units in an Underwritten Offering for its own account and/or another Person, other than (a) a registration relating solely then as soon as practicable following the engagement of counsel by the Partnership to employee benefit plansprepare the documents to be used in connection with an Underwritten Offering, (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 USWS the Partnership shall give not less than three (3) Business Days advance notice (including, but not limited to, notification by e-electronic mail; such notice, a “Piggyback Notice”) of such proposed Underwritten Offering to each Holder that, (together with its Affiliates, owns more than ) holding at least $5.0 25 million of the then-outstanding Registrable Securities, Securities (based on the Purchase Price per Common Unit under the Purchase Agreement) and such notice shall offer such Holder Holders the opportunity to participate in any Underwritten Offering and to include in such Underwritten Offering such number of Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writing (a “Piggyback Registration”)writing; provided, however, that USWS (A) shall not be required to include the Registrable Securities of the Holders in such Registration if the Holders do not offer a minimum of $5.0 million of Registrable Securities, or (B) if USWS Partnership 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 Units in 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 Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.2(b2.02(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 Any 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 provided in this Section 2.02(a) to 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 3.1 3.01 hereof and confirmation of receipt of such notice shall be requested in confirmed by the noticeHolder. The Each such Holder will shall then have two Business Days (or one Business Day in connection with any overnight or bought Underwritten Offering) after notice has been delivered to request in writing the inclusion of Registrable Securities in the Underwritten Offering. If no written request for inclusion from a Holder is received within the specified time, each such Holder shall have no further right to participate in such Piggyback RegistrationUnderwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, USWS the Partnership shall determine for any reason not to undertake or to delay such Underwritten Offering, USWS the Partnership may, at its election, give written notice of such determination to the Selling Holders and, (x) in the case of a 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 (y) 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 Registrable Securities in such Underwritten Offering by giving written notice to USWS the Partnership of such withdrawal up at or prior to and including the time of pricing of such offeringUnderwritten Offering. Any Holder may deliver written notice (a an “Piggyback Opt-Out Notice”) to USWS the Partnership requesting that such Holder not receive notice from USWS the Partnership of any proposed Underwritten Offering; 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), USWS the Partnership shall not be required to deliver any notice to such Holder pursuant to this Section 2.2(a2.02(a) and such Holder shall no longer be entitled to participate in Underwritten Offerings by USWS the Partnership pursuant to this Section 2.2(a2.02(a), unless such Piggyback . The Holders indicated on Schedule A hereto as having opted out shall each be deemed to have delivered an Opt-Out Notice is revoked by such Holderas of the date hereof.

Participation. If ETE at any time USWS proposes to file (i) at a 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 2.1(a) of this Agreement that is currently effective, or (ii) a prospectus supplement to an effective “automatic shelf registration statement” (as defined in Rule 405 under 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 Securities Act), so long as USWS is a WKSI at such time or, whether or not USWS is a WKSI, so long as the Registrable Securities were previously included in the underlying Shelf Registration Statement or are included 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 Class A Common Stock public in an Underwritten Offering for its own account and/or another Person, other than (ax) a registration relating solely to employee benefit plans, (by) a registration relating solely to a Rule 145 transaction, or (cz) a registration statement on any registration form which does not permit secondary salessales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities, then USWS then, as soon as practicable following the engagement of counsel to ETE to prepare the documents to be used in connection with an Underwritten Offering, ETE shall give not less than three (3) Business Days advance notice (including, but not limited to, notification by e-mail; such notice, a “Piggyback Notice”) of such proposed Underwritten Offering to each Holder that, together with its Affiliates, owns more than $5.0 million of Registrable Securities, the Holders and such notice shall offer such Holder the Holders the opportunity to participate in any Underwritten Offering and to include in such Underwritten Offering such number of Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writing (a “Piggyback Registration”); provided, however, that USWS (A) ETE shall not be required to include the Registrable Securities of the offer such opportunity to Holders in such Registration if the Holders do not offer a minimum of $5.0 million of Registrable Securities, or (B) if USWS ETE has been advised by the a Managing Underwriter that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an a material adverse effect on the offering price, timing or probability of success of the distribution of the Class A Common Stock in Units. Subject to the Underwritten Offering, then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.2(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 and subject to be given by USWSSection 2.02(b), ETE 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 all such 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 “Included Registrable Securities, if any, that can be included in such offering. Each Piggyback Notice shall be provided ”) with respect to Holders on a Business Day pursuant to Section 3.1 hereof and confirmation of receipt of such notice shall be requested in the notice. The Holder will have two Business Days which ETE has received requests within ten days after ETE’s notice has been delivered to request in writing the inclusion of Registrable Securities in the Underwritten Offeringaccordance with Section 7.01. If no request for inclusion from a Holder is received within the specified time, such Holder shall have no further right to participate in such Piggyback Registration. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, USWS ETE shall determine for any reason not to undertake or to delay such Underwritten Offering, USWS ETE may, at its election, give written notice of such determination to the Selling Holders and, (x) in the case of a 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 (y) 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 Registrable Securities in such Underwritten Offering offering by giving written notice to USWS ETE of such withdrawal up to and including the time of pricing of such offering. Any Notwithstanding the foregoing, any Holder may deliver written notice (a “Piggyback Opt-Out Notice”) to USWS ETE requesting that such Holder not receive notice from USWS ETE of any proposed Underwritten Offering; 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), USWS shall not be required to deliver any notice to such Holder pursuant to this Section 2.2(a) and such Holder shall no longer be entitled to participate in Underwritten Offerings by USWS pursuant to this Section 2.2(a), unless such Piggyback Opt-Out Notice is revoked by such Holdernotice.

Participation. If at any time USWS the Company proposes to file (i) at a 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 2.1(a) of this Agreement that is currently effective, or (ii) a prospectus supplement to an effective “automatic shelf registration statement” (as defined in Rule 405 under , other than the Securities Act), so long as USWS is a WKSI at such time or, whether or not USWS is a WKSI, so long as the Registrable Securities were previously included in the underlying Shelf Registration Statement or are included in an effective Shelf Registration Statementcontemplated by Section 2.01, or in any case in which Holders may participate in such offering without the filing of (ii) a post-effective amendmentregistration statement, other than a shelf registration statement, in each either case, for the sale of Class A Common Stock Units in an Underwritten 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 USWS shall give as soon as practicable but not less than three (3) Business Days advance 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 notice (including, but not limited to, notification by e-mail; such notice, a “Piggyback Notice”) of such proposed Underwritten Offering to each Holder that, together with its Affiliates, owns more than $5.0 million of Registrable Securities, the Holders and such notice shall offer such Holder the Holders the opportunity to participate in any Underwritten Offering and to include in such Underwritten Offering such number of Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writing (a “Piggyback Registration”)writing; provided, however, that USWS (A) shall not be required to include the Registrable Securities of the Holders in such Registration if the Holders do not offer a minimum of $5.0 million of Registrable Securities, or (B) if USWS Company has been advised by the Managing Underwriter that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an a material adverse effect on the offering price, timing or probability of success of the distribution of the Class A Common Stock Units in the Underwritten Offering, then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.2(b2.02(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 The 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 provided in this Section 2.02(a) to 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 3.1 hereof 3.01 and confirmation of receipt of such notice shall be requested in the noticeconfirmed by such Holder. The Each such Holder will shall then have two three Business Days after receiving such notice has been delivered to request in writing the inclusion of Registrable Securities in the Underwritten Offering, except that such Holder shall have one Business Day after such Holder confirms receipt of the notice to request inclusion of Registrable Securities in the Underwritten Offering in 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 within the specified time, such Holder shall have no further right to participate in such Piggyback RegistrationUnderwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, USWS the Company shall determine for any reason not to undertake or to delay such Underwritten Offering, USWS the Company may, at its election, give written notice of such determination to the Selling Holders and, (x) in the case of a 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 (y) 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 Registrable Securities in such Underwritten Offering offering by giving written notice to USWS the Company of such withdrawal up to and including the time of pricing of such offering. 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 USWS the Company requesting that such Holder not receive notice from USWS the Company of any proposed Underwritten Offering; 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), USWS shall not be required to deliver any notice to such Holder pursuant to this Section 2.2(a) and such Holder shall no longer be entitled to participate in Underwritten Offerings by USWS pursuant to this Section 2.2(a), unless such Piggyback Opt-Out Notice is revoked by such Holdernotice.

Participation. If Except as provided in Section 2.2(b), if at any time USWS after 180 days following the date of this Agreement, the Partnership proposes to file (i) at a time when USWS is not a WKSIshelf registration statement, a registration statement and such Holder has not previously included its Registrable Securities in a Shelf Registration Statement contemplated by Section 2.1(a) of this Agreement that is currently effective, or (ii) a prospectus supplement to an effective “automatic shelf registration statement” (as defined in Rule 405 under the Securities Act), so long as USWS is a WKSI at such time or, whether or not USWS is a WKSI, so long as the Registrable Securities were previously and Holders could be included in the underlying Shelf Registration Statement or are included 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 amendmentamendment thereto (other than a post-effective amendment that is immediately effective), or (iii) a registration statement, other than a registration statement (A) filed in connection with any employee equity plan or other benefit plan, (B) for an exchange offer or offering of securities solely to the Partnership’s existing unitholders, (C) for an offering of debt, whether or not convertible into equity securities of the Partnership or (D) for a dividend reinvestment plan, in the case of each caseof clause (i), (ii) or (iii), for the sale of Class A Common Stock Units in an Underwritten Offering (other than a Bought or Overnight Underwritten Holder Offering) 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 statement on any registration form which does not permit secondary sales, then USWS shall give as soon as reasonably practicable but not less than three (3) five Business Days advance prior to the filing of (A) any preliminary prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(b) under the Securities Act, (B) 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 (C) such registration statement, as the case may be (an “Underwritten Offering Filing”), the Partnership shall give notice (including, but not limited to, notification by e-electronic mail; such notice, a “Piggyback Notice”) of such proposed Underwritten Offering (a “Piggyback Offering”) to each Holder that, together with its Affiliates, owns more than $5.0 million of Registrable Securities, the Holders and such notice shall offer such Holder the Holders the opportunity to participate in any Underwritten Offering and to include in such Underwritten Offering such number of the Registrable Securities (the “Included Registrable Securities”) as each such Holder the Holders may request in writing (a “Piggyback Registration”)writing; provided, however, that USWS (A) shall not be required to include the Registrable Securities of the Holders in such Registration if the Holders do not offer a minimum of $5.0 million of Registrable Securities, or (B) if USWS Partnership has been advised by the Managing Underwriter Underwriter, and the Partnership has advised the Selling Holders, that the inclusion of Registrable Securities for sale for the benefit of the Selling Holders will have an adverse effect on the offering price, timing or probability of success of the distribution of the Class A Common Stock Units in the Underwritten Offering, then the amount of Registrable Securities to be offered for the accounts of Selling Holders shall be determined based on the provisions of Section 2.2(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 (B2.2(c) 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 this Agreement. The 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 provided in this Section 2.2(a) to 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 3.1 hereof and confirmation of receipt of such notice shall be requested in the noticehereof. The Holder will Holders shall then have two three Business Days after notice has been delivered to request in writing the inclusion of Registrable Securities in the such Underwritten Offering. If no request for inclusion from a Holder the Holders is received within such period, the specified time, such Holder Holders and their Affiliates shall have no further right to participate in such Piggyback RegistrationUnderwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, USWS the Partnership or such other Persons who have or have been granted registration rights, as applicable, shall determine for any reason not to undertake or to delay such Underwritten Offering, USWS the Partnership may, at its election, give written notice of such determination to the Selling Holders and, (x) in the case of a 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 (y) 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 A Selling Holder shall have the right to withdraw such Selling Holder’s its request for inclusion of such Selling Holder’s Registrable Securities in such Underwritten Offering offering by giving written notice to USWS the Partnership of such withdrawal up prior to and including the time filing of pricing of the registration statement or prospectus supplement relating to such offering. Any Holder may deliver written notice (a “Piggyback Opt-Out Notice”) to USWS requesting that such Holder not receive notice from USWS of any proposed Underwritten Offering; 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), USWS shall not be required to deliver any notice to such Holder pursuant to this Section 2.2(a) and such Holder shall no longer be entitled to participate in Underwritten Offerings by USWS pursuant to this Section 2.2(a), unless such Piggyback Opt-Out Notice is revoked by such Holder.

Participation. If at any time USWS Atlas Pipeline Holdings proposes to file (i) at a time when USWS is not a WKSI, a shelf registration statement and such Holder has not previously included its Registrable Securities in a Shelf other than the Registration Statement contemplated by Section 2.1(a) (in which event Atlas Pipeline Holdings covenants and agrees to include thereon a description of this Agreement that is currently effectivethe transaction under which the Purchasers acquired the Registrable Securities), or (ii) a prospectus supplement to an effective “automatic shelf registration statement” (as defined in Rule 405 under , other than the Securities Act), so long as USWS is a WKSI at such time or, whether or not USWS is a WKSI, so long as the Registrable Securities were previously included in the underlying Shelf Registration Statement or are included in an effective Shelf 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 Class A Common Stock Units in an Underwritten 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 USWS shall give as soon as practicable but not less than three (3) Business Days advance prior to the filing of (x) 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 e-electronic mail; such notice, a “Piggyback Notice”) of such proposed Underwritten Offering to each Holder that, together with its Affiliates, owns more than $5.0 million of Registrable Securities, the Holders and such notice shall offer such Holder the Holders the opportunity to participate in any Underwritten Offering and to include in such Underwritten Offering such number of Registrable Securities Common Units (the “Included Registrable Securities”) as each such Holder may request in writing (a “Piggyback Registration”)writing; provided, however, that USWS (A) shall not be required to include the Registrable Securities of the Holders in such Registration if the Holders do not offer a minimum of $5.0 million of Registrable Securities, or (B) if USWS Atlas Pipeline Holdings has been advised by the Managing Underwriter that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an a material adverse effect on the offering price, timing or probability of success of the distribution of the Class A Common Stock Units in the Underwritten Offering, then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.2(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 (B2.02(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 this Agreement. The 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 provided in this Section 2.02(a) to 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 3.1 3.01 hereof and confirmation of receipt of such notice shall be requested in the noticeconfirmed by such Holder. The Each such Holder will shall then have two three Business Days after receiving such notice has been delivered to request in writing the inclusion of Registrable Securities in the Underwritten Offering. If no request for inclusion from a Holder is received within the specified time, such Holder shall have no further right to participate in such Piggyback RegistrationUnderwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, USWS Atlas Pipeline Holdings shall determine for any reason not to undertake or to delay such Underwritten Offering, USWS Atlas Pipeline Holdings may, at its election, give written notice of such determination to the Selling Holders and, (x) in the case of a 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 (y) 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 Registrable Securities in such Underwritten Offering offering by giving written notice to USWS Atlas Pipeline Holdings of such withdrawal up to and including the time of pricing of such offering. 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 USWS Atlas Pipeline Holdings requesting that such Holder not receive notice from USWS Atlas Pipeline Holdings of any proposed Underwritten Offering; 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), USWS shall not be required to deliver any notice to such Holder pursuant to this Section 2.2(a) and such Holder shall no longer be entitled to participate in Underwritten Offerings by USWS pursuant to this Section 2.2(a), unless such Piggyback Opt-Out Notice is revoked by such Holdernotice.

Participation. If at any time USWS Linn Energy proposes to file (i) at a 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 2.1(a) of this Agreement that is currently effective, or (ii) a prospectus supplement to an effective “automatic shelf registration statement” (as defined in Rule 405 under , other than the Securities Act), so long as USWS is a WKSI at such time or, whether or not USWS is a WKSI, so long as the Registrable Securities were previously included in the underlying Shelf Registration Statement or are included in an effective Shelf Registration Statementcontemplated by Section 2.01 of this Agreement and the registration statement covering the units held by the June 2007 Holders, or in any case in which Holders may participate in such offering without the filing of (ii) a post-effective amendmentregistration statement, other than a shelf registration statement, in each either case, for the sale of Class A Common Stock Units in an Underwritten 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 USWS shall give as soon as practicable but not less than three (3) Business Days advance 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 Linn Energy shall give notice (including, but not limited to, notification by e-electronic mail; such notice, a “Piggyback Notice”) of such proposed Underwritten Offering to each Holder that, together with its Affiliates, owns more than $5.0 million of Registrable Securities, the Holders and such notice shall offer such Holder the Holders the opportunity to participate in any Underwritten Offering and to include in such Underwritten Offering such number of Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writing (a “Piggyback Registration”)writing; provided, however, that USWS (A) shall not be required to include the Registrable Securities of the Holders in such Registration if the Holders do not offer a minimum of $5.0 million of Registrable Securities, or (B) if USWS Linn Energy has been advised by the Managing Underwriter that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an a material adverse effect on the offering price, timing or probability of success of the distribution of the Class A Common Stock Units in the Underwritten Offering, then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.2(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 (B2.02(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 this Agreement. The 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 provided in this Section 2.02(a) to 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 3.1 3.01 hereof and confirmation of receipt of such notice shall be requested in the noticeconfirmed by such Holder. The Each such Holder will shall then have two three Business Days after receiving such notice has been delivered to request in writing the inclusion of Registrable Securities in the Underwritten Offering, except that such Holder shall have one Business Day after such Holder confirms receipt of the notice to request inclusion of Registrable Securities in the Underwritten Offering in 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 within the specified time, such Holder shall have no further right to participate in such Piggyback RegistrationUnderwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, USWS Linn Energy shall determine for any reason not to undertake or to delay such Underwritten Offering, USWS Linn Energy may, at its election, give written notice of such determination to the Selling Holders and, (x) in the case of a 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 (y) 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 Registrable Securities in such Underwritten Offering offering by giving written notice to USWS Linn Energy of such withdrawal up to and including the time of pricing of such offering. 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 USWS Linn Energy requesting that such Holder not receive notice from USWS Linn Energy of any proposed Underwritten Offering; 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), USWS shall not be required to deliver any notice to such Holder pursuant to this Section 2.2(a) and such Holder shall no longer be entitled to participate in Underwritten Offerings by USWS pursuant to this Section 2.2(a), unless such Piggyback Opt-Out Notice is revoked by such Holdernotice.

Participation. If Except as provided in Section 2.02(b), if at any time USWS during the Effectiveness Period, Parent proposes to file (i) at a time when USWS is not a WKSI, a shelf registration statement and such Holder has not previously included its Registrable Securities in a other than the Shelf Registration Statement contemplated by Section 2.1(a) (in which event Parent covenants and agrees to include thereon a description of this Agreement that is currently effectivethe transaction under which the Partnership Unitholders acquired the Registrable Securities), or (ii) a prospectus supplement to an effective “automatic shelf registration statement” (as defined in Rule 405 under , other than the Securities Act), so long as USWS is a WKSI at such time or, whether or not USWS is a WKSI, so long as the Registrable Securities were previously included in the underlying Shelf Registration Statement or are contemplated by Section 2.01(a) of this Agreement, and Holders could be included 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 amendmentamendment thereto (other than a post-effective amendment that is immediately effective), or (iii) a registration statement, other than a shelf registration statement, in the case of each caseof clause (i), (ii) or (iii), for the sale of Class A Common Stock Units in an Underwritten Offering or Overnight Underwritten 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 USWS shall give as soon as practicable but not less than three ten (310) Business Days advance (or three Business Days in the case of an Overnight Underwritten Offering) prior to the filing of (A) any preliminary prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(b) under the Securities Act, (B) 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 (C) such registration statement (other than a Shelf Registration Statement), as the case may be (an “Underwritten Offering Filing”), then Parent shall give notice (including, but not limited to, notification by e-electronic mail; such notice, a “Piggyback Notice”) of such proposed Underwritten Offering (a “Piggyback Offering”) to each Holder that, together with its Affiliates, owns more than $5.0 million of Registrable Securities, the Partnership Unitholders and such notice shall offer such Holder the Holders the opportunity to participate in any Underwritten Offering and to include in such Underwritten Offering such number of Registrable Securities Parent Common Units (the “Included Registrable Securities”) as each such Holder may request in writing (a “Piggyback Registration”)writing; provided, however, that USWS (A) shall not be required to include the Registrable Securities of the Holders in such Registration if the Holders do not offer a minimum of $5.0 million of Registrable Securities, or (B) if USWS Parent has been advised by the Managing Underwriter that the inclusion of Registrable Securities for sale for the benefit of the Selling Holders will have an a material adverse effect on the offering price, timing or probability of success of the distribution of the Class A Common Stock Units in the Underwritten Offering, then the amount of Registrable Securities to be offered for the accounts of Selling Holders shall be determined based on the provisions of Section 2.2(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 (B2.02(c) 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 this Agreement. The 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 provided in this Section 2.02(a) to each Partnership Unitholder (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“Piggyback Notice”) 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 3.1 hereof and confirmation of 3.01 hereof. Promptly upon receipt of such notice the Piggyback Notice, the Partnership Unitholders shall be requested notify the other Holders (if any) of the opportunity to include in the noticeUnderwritten Offering such number of Parent Common Units as each such Holder may request in writing. The Each Holder will shall then have five (5) Business Days (or two Business Days in the case of an Overnight Underwritten Offering) after notice has been delivered the date on which the Partnership Unitholders received the Piggyback Notice to request in writing the inclusion of Registrable Securities in the Underwritten Offering. If no request for inclusion from a Holder is received within the specified timesuch period, such Holder shall have no further right to participate in such Piggyback RegistrationUnderwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, USWS the Parent Board shall determine for any reason not to undertake or to delay such Underwritten Offering, USWS Parent may, at its election, give written notice of such determination to the Selling Holders and, (x) in the case of a 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 (y) 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 Registrable Securities in such Underwritten Offering offering by giving written notice to USWS Parent of such withdrawal up to and including the time of pricing of such offering. Any Notwithstanding the foregoing, any Holder may deliver written notice (a an “Piggyback Opt-Out Notice”) to USWS the Parent requesting that such Holder not receive notice from USWS Parent of any proposed Underwritten Offering; 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), USWS shall not be required to deliver any notice to such Holder pursuant to this Section 2.2(a) and such Holder shall no longer be entitled to participate in Underwritten Offerings by USWS pursuant to this Section 2.2(a), unless such Piggyback Opt-Out Notice is revoked by such Holder.

Participation. If at any time USWS the Partnership proposes to file (i) at a time when USWS is not Registration Statement (other than a WKSI, a registration statement and such Holder has not previously included its Registrable Securities in a Shelf Registration Statement contemplated by Section 2.1(a2.01(a)) on behalf of this Agreement that is currently effectiveany other Holder who has 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 Common Units by any Other Holders to an effective “automatic shelf automatic” registration statement” (as defined in Rule 405 under the Securities Act), so long as USWS the Partnership is a WKSI at such time or, whether or not USWS the Partnership is a WKSI, so long as the Common Unit Registrable Securities were previously included in the underlying Shelf shelf Registration Statement or are included in on 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 Class A Common Stock Units by Other Holders in an Underwritten Offering for its own account and/or another Person, other than (a) a registration relating solely undertaken pursuant 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 salesSection 2.03, then USWS the Partnership shall give not less than three (3) four Business Days advance Days’ notice (including, but not limited to, notification by e-electronic mail; such notice, a ) (the “Piggyback Notice”) of such proposed Underwritten Offering to each Holder that, (together with its Affiliates, owns more than $5.0 million of ) owning Common Unit Registrable Securities, Securities and such notice Piggyback 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 Unit Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writing (a “Piggyback Registration”); provided, however, that USWS (A) the Partnership shall not be required to include the Registrable Securities of the offer such opportunity (A) to such Holders in such Registration if the Holders Holders, together with their Affiliates, do not offer a minimum of $5.0 50 million of Common Unit Registrable Securities, in the aggregate (determined by multiplying the number of Common Unit Registrable Securities owned by the average of the closing price on the NYSE for the Common Units for the 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 USWS and to the extent that the Partnership has been advised by the Managing Underwriter that the inclusion of Common Unit Registrable Securities for sale for the benefit of the such Holders will have an adverse effect on the offering price, timing or probability of success of the distribution of the Class A Common Stock Units in the such Underwritten Offering, then the amount of Common Unit Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.2(b2.02(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 3.1 hereof 3.01 and confirmation of receipt of such notice shall be requested in confirmed and kept confidential by the noticeHolders until either (x) such proposed Underwritten Offering has been publicly announced by the Partnership or (y) the Holders have received notice from the Partnership that such proposed Underwritten Offering has been abandoned, which the Partnership shall provide to the Holders reasonably promptly after the final decision to abandon a proposed Underwritten Offering has been made. The Each such Holder will have four Business Days (or two Business Days in connection with any overnight or bought Underwritten Offering) after notice such Piggyback Notice has been delivered to request in writing to the Partnership the inclusion of Common Unit Registrable Securities in the Underwritten OfferingOffering for Other Holders. If no request for inclusion from a Holder is received by the Partnership within the specified time, such Holder shall have no further right to participate in such Piggyback RegistrationUnderwritten Offering. If, at any time after giving written notice of its the Partnership’s intention to undertake an Underwritten Offering for Other Holders and prior to the closing pricing of such Underwritten Offering, USWS shall determine for any reason not to undertake or to delay such Underwritten OfferingOffering is terminated or delayed pursuant to the provisions of this Agreement, USWS the Partnership may, at its election, give written notice of such determination to the Selling Holders and, (x1) in the case of a determination not to undertake 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 (y2) 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 Unit Registrable Securities in such Underwritten Offering by giving written notice to USWS the Partnership of such withdrawal up at least one Business Day prior to and including the time of pricing of such offeringUnderwritten Offering. Any Holder may deliver written notice (a “Piggyback Opt-Out Notice”) to USWS the Partnership requesting that such Holder not receive notice from USWS the Partnership of any proposed Underwritten OfferingOffering 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), USWS the Partnership shall not be required to deliver any notice to such Holder pursuant to this Section 2.2(a2.02(a) and such Holder shall no longer be entitled to participate in Underwritten Offerings by USWS for Other Holders pursuant to this Section 2.2(a2.02(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 USWS So long as a Holder has Registrable Securities, if the Partnership proposes to file (i) at a time when USWS is not a WKSI, a shelf registration statement and such Holder has not previously included its Registrable Securities in other than a Shelf Registration Statement contemplated by Section 2.1(a) of this Agreement that is currently effective2.01(a), or (ii) a prospectus supplement to an effective “automatic shelf registration statement” (as defined in Rule 405 under the Securities Act), so long as USWS is other than a WKSI at such time or, whether or not USWS is a WKSI, so long as the 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 in an effective Shelf 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 Class A Common Stock Units in an Underwritten Offering for its own account and/or or that 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 statement on any registration form which does not permit secondary salesboth, then USWS as soon as practicable following the selection of the Managing Underwriter for such Underwritten Offering, the Partnership shall give not less than three (3) Business Days advance notice (including, but not limited to, notification by e-electronic mail; such notice, a “Piggyback Notice”) of such proposed Underwritten Offering to each Holder that, (together with its Affiliates, owns more than $5.0 million ) holding at least the Piggyback Threshold Amount of the then-outstanding Common Unit Registrable Securities, Securities (calculated based on the Common Unit Price) and such notice shall offer such Holder Holders the opportunity to participate in any Underwritten Offering and to include in such Underwritten Offering such number of Common Unit Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writing (a “Piggyback Registration”)writing; provided, however, that USWS (A) the Partnership shall not be required to include the Registrable Securities of the Holders in provide such Registration if the Holders do opportunity to any such Holder that does not offer a minimum of $5.0 million the Piggyback Threshold Amount of Common Unit Registrable SecuritiesSecurities (based on the Common Unit Price), or and (B) if USWS the Partnership has been advised by the Managing Underwriter that the inclusion of Common Unit 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 Units in 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 Unit Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.2(b2.02(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 Any 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 provided in this Section 2.02(a) to 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 3.1 hereof and confirmation of receipt of such notice shall be requested in confirmed by the noticeHolder. The Each such Holder will shall then have two (2) Business Days (or one (1) Business Day in connection with any overnight or bought Underwritten Offering) after notice has been delivered to request in writing the inclusion of Common Unit Registrable Securities in the Underwritten Offering. If no written request for inclusion from a Holder is received within the specified time, each such Holder shall have no further right to participate in such Piggyback RegistrationUnderwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, USWS the Partnership shall determine for any reason not to undertake or to delay such Underwritten Offering, USWS the Partnership may, at its election, give written notice of such determination to the Selling Holders and, (x) in the case of a 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 (y) 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 Unit Registrable Securities in such Underwritten Offering by giving written notice to USWS the Partnership of such withdrawal up at or prior to and including the time of pricing of such offeringUnderwritten Offering. Any Holder may deliver written notice (a an “Piggyback Opt-Out Notice”) to USWS the Partnership requesting that such Holder not receive notice from USWS the Partnership of any proposed Underwritten Offering; 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), USWS the Partnership shall not be required to deliver any notice to such Holder pursuant to this Section 2.2(a2.02(a) and such Holder shall no longer be entitled to participate in Underwritten Offerings by USWS the Partnership pursuant to this Section 2.2(a2.02(a), unless such Piggyback Opt-Out Notice is revoked by such Holder.

Participation. If Except as provided in Section 2.2(b), if at any time USWS on or after February 2, 2020, the Company proposes to file (i) at a time when USWS is not a WKSIshelf registration statement, a registration statement and such Holder has not previously included its Registrable Securities in a Shelf Registration Statement contemplated by Section 2.1(a) of this Agreement that is currently effective, or (ii) a prospectus supplement to an effective “automatic shelf registration statement” (as defined in Rule 405 under the Securities Act), so long as USWS is a WKSI at such time or, whether or not USWS is a WKSI, so long as the Registrable Securities were previously and Holders could be included in the underlying Shelf Registration Statement or are included 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 amendmentamendment thereto (other than a post-effective amendment that is immediately effective), or (iii) a registration statement, other than the registration statements contemplated by Section 2.1(a) of this Agreement, in the case of each caseof clause (i), (ii) or (iii), for the sale of Class A Common Stock in an Underwritten Offering or Overnight Underwritten Offering (in each case, other than in a broker-facilitated transaction) 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 USWS shall give as soon as practicable but not less than three five (35) Business Days advance (or two (2) Business Day in the case of an Overnight Underwritten Offering) prior to the filing of (A) any preliminary prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(b) under the Securities Act, (B) 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 (C) such registration statement, as the case may be (an “Underwritten Offering Filing”), the Company shall give notice (including, but not limited to, notification by e-electronic mail; such notice, a “Piggyback Notice”) of such proposed Underwritten Offering (a “Piggyback Offering”) to each Holder that, together with its Affiliates, owns more than $5.0 million of Registrable Securities, the Holders and such notice shall offer such Holder the Holders the opportunity to participate in any Underwritten Offering and to include in such Underwritten Offering such number of the Registrable Securities (the “Included Registrable Securities”) as each such Holder the Holders may request in writing (a “Piggyback Registration”)writing; provided, however, that USWS (A) shall not be required to include the Registrable Securities of the Holders in such Registration if the Holders do not offer a minimum of $5.0 million of Registrable Securities, or (B) if USWS Company has been advised by the Managing Underwriter Underwriter, and the Company has advised the Selling Holders in writing, that the inclusion of Registrable Securities for sale for the benefit of the Selling 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, then the amount of Registrable Securities to be offered for the accounts of Selling Holders shall be determined based on the provisions of Section 2.2(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 (B2.2(c) 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 this Agreement. The 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 provided in this Section 2.2(a) to 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 3.1 hereof and confirmation of receipt of such notice hereof. The Holders shall be requested then have three (3) Business Days (or one (1) Business Day in the notice. The Holder will have two Business Days after notice has been delivered case of an Overnight Underwritten Offering) to request in writing the inclusion of Registrable Securities in the Underwritten Offering. If no request for inclusion from a Holder the Holders is received within such period, the specified time, such Holder Holders and their Affiliates shall have no further right to participate in such Piggyback RegistrationUnderwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, USWS the Company shall determine for any reason not to undertake or to delay such Underwritten Offering, USWS the Company may, at its election, give written notice of such determination to the Selling Holders and, (x) in the case of a 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 (y) 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 A Selling Holder shall have the right to withdraw such Selling Holder’s its request for inclusion of such Selling Holder’s Registrable Securities in such Underwritten Offering offering by giving written notice to USWS the Company of such withdrawal up to and including the time of pricing of two (2) Business Days prior to such offering. Any Notwithstanding the foregoing, a Holder may deliver written notice (a an “Piggyback Opt-Out Notice”) to USWS the Company requesting that such Holder not receive notice from USWS the Company of any proposed Underwritten Offering; 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 writing not less than one (unless subsequently revoked), USWS shall not be required to deliver any notice 1) Business Day prior to such Holder pursuant to this Section 2.2(a) and such Holder shall no longer be entitled to participate in Underwritten Offerings by USWS pursuant to this Section 2.2(a), unless such Piggyback Opt-Out Notice is revoked by such Holderoffering.

Participation. If at any time USWS proposes Each Talaria Stockholder hereby represents and ------------- warrants to file and agrees with Esperion and Mergerco as follows: (i) at a time when USWS Such Talaria Stockholder is not a WKSIthe owner of outstanding shares of Talaria capital stock set forth on Schedule 2 hereto opposite such Talaria ---------- Stockholder's name, a registration statement free and such Holder has not previously included its Registrable Securities in a Shelf Registration Statement contemplated by Section 2.1(a) clear of this Agreement that is currently effectiveall Liens, or and collectively the Talaria Stockholders are the holders of all of the outstanding capital stock of Talaria; (ii) a prospectus supplement Such Talaria Stockholder has had an opportunity to an effective “automatic shelf registration statement” review the Merger Agreement, including all exhibits thereto, in substantially the form agreed to by the parties; (as defined iii) Such Talaria Stockholder understands and agrees that all Esperion Common issuable pursuant to the Merger Agreement (the "Merger Shares") ------------- may not be sold in Rule 405 open stock market transactions (which exclude privately negotiated transactions) until February 10, 2001 (the "Holding Period") and that -------------- certificates representing the Merger Shares shall be legended accordingly; (iv) Such Talaria Stockholder understands and agrees that the Merger Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "1933 Act") or the securities laws of any state of -------- the United States, except as contemplated by the Merger Agreement; (v) Such Talaria Stockholder understands and agrees that the issuance of the Merger Shares will be made in transactions not involving any public offering within the meaning of the 1933 Act, and that, accordingly, such shares are "restricted securities" within the meaning of Rule 144 under the 1933 Act ("Rule 144"), so long as USWS is a WKSI at such time orand therefore the Merger Shares may not be offered or sold by -------- the undersigned, whether directly or not USWS is a WKSIindirectly, so long as the Registrable Securities were previously included in the underlying Shelf Registration Statement United States without registration under United States federal and state securities laws or an exemption therefrom; (vi) Unless the Merger Shares are included in an effective Shelf Registration Statementregistered under the 1933 Act, or in any case in which Holders may participate in such offering without Talaria Stockholder has not acquired the filing of a post-effective amendment, in each case, for the sale of Class A Common Stock in an Underwritten 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 USWS shall give not less than three (3) Business Days advance notice (including, but not limited to, notification by e-mail; such notice, a “Piggyback Notice”) of such proposed Underwritten Offering to each Holder that, together with its Affiliates, owns more than $5.0 million of Registrable Securities, and such notice shall offer such Holder the opportunity to participate in any Underwritten Offering and to include in such Underwritten Offering such number of Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writing (a “Piggyback Registration”); provided, however, that USWS (A) shall not be required to include the Registrable Securities of the Holders in such Registration if the Holders do not offer a minimum of $5.0 million of Registrable Securities, or (B) if 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, then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.2(b). If USWS is not required to offer the opportunity for a Piggyback Registration in respect of a proposed Underwritten Offering Merger Shares as a result of any general solicitation or general advertising, including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio or television, or any seminar or meeting whose attendees have been invited by any general solicitation or general advertising; (vii) Unless the circumstance described Merger Shares are registered under the 1933 Act, such Talaria Stockholder will not offer, sell, pledge or otherwise transfer any of the Merger shares except (i) outside the United States in clause accordance with Rule 904 of Regulation S under the 1933 Act; (Bii) in another transaction otherwise exempt from registration under the 1933 Act in compliance with Rule 144 or Rule 145 under the 1933 Act, if applicable, and in compliance with any applicable state securities laws of the United States; or (iii) pursuant to another applicable exemption from such registration and applicable state securities laws as evidenced by an opinion of counsel of recognized standing in form reasonably satisfactory to Esperion; it being understood and acknowledged by the Talaria Stockholder that Esperion is not obligated to file and has no present intention of filing with the U.S. Securities and Exchange Commission or with any state securities administrator any registration statement in respect of resales of any of the Merger Shares in the United States, except as contemplated by the Merger Agreement; (viii) All certificates representing the Merger Shares, as well as all certificates issued in exchange for or in substitution of the foregoing securities, will bear the legends set forth in Section 2.3(f) 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 Merger Agreement; and, if the determination described in clause (Bix) of the proviso of the immediately preceding sentence Esperion 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 3.1 hereof and confirmation of receipt of such notice shall be requested in the notice. The Holder will have two Business Days after notice has been delivered to request in writing the inclusion of Registrable Securities in the Underwritten Offering. If no request for inclusion from a Holder is received within the specified time, such Holder shall have no further right to participate in such Piggyback Registration. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, USWS shall determine for any reason not to undertake or to delay such Underwritten Offering, USWS may, at its election, give written notice of such determination to the Selling Holders and, (x) in the case of a 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 (y) 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 Registrable Securities instruct its transfer agent not to record a transfer by any person in such Underwritten Offering the United States without first being notified by giving written notice to USWS of such withdrawal up to and including the time of pricing of such offering. Any Holder may deliver written notice (a “Piggyback Opt-Out Notice”) to USWS requesting Esperion that it is reasonably satisfied that such Holder transfer is exempt from or not receive notice from USWS of subject to registration under the 1933 Act and any proposed Underwritten Offering; 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), USWS shall not be required to deliver any notice to such Holder pursuant to this Section 2.2(a) and such Holder shall no longer be entitled to participate in Underwritten Offerings by USWS pursuant to this Section 2.2(a), unless such Piggyback Opt-Out Notice is revoked by such Holderapplicable state securities laws.

Participation. If at any time USWS the Partnership proposes to file (i) at a 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 2.1(a) of this Agreement that is currently effective, or (ii) a prospectus supplement to an effective “automatic shelf registration statement” (as defined in Rule 405 under the Securities Act), so long as USWS is a WKSI at such time or, whether or not USWS is a WKSI, so long as the Registrable Securities were previously Shelf Registration Statement and Holders may be included in the underlying Shelf Registration Statement or are included in an effective Shelf 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 Class A Common Stock Units in an Underwritten Offering for its own account and/or another Person, other than (a) a registration relating solely then as soon as practicable following the engagement of counsel by the Partnership to employee benefit plansprepare the documents to be used in connection with such Underwritten Offering, (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 USWS the Partnership shall give not less than three (3) Business Days advance notice (including, but not limited to, including notification by e-mail; such notice, a “Piggyback Notice”email) of such proposed Underwritten Offering to each Holder that, together with its Affiliates, owns more than $5.0 million holding at least 2% of the then-outstanding Registrable Securities, Securities and such notice shall offer such Holder Holders the opportunity to participate in any Underwritten Offering and to include in such Underwritten Offering such number of Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writing (a “Piggyback Registration”)writing; provided, however, that USWS (A) shall not be required to include the Registrable Securities of the Holders in such Registration if the Holders do not offer a minimum of $5.0 million of Registrable Securities, or (B) if USWS Partnership 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 Units in 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 Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.2(b2.03(b). If USWS is not required Subject to offer Section 2.03(b), 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, Partnership 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 all such Registrable Securities for sale for with respect to which the benefit of the Holders will have Partnership has received requests within two (2) Business Days (or one (1) Business Day in connection with a “bought deal” or an adverse effect on the offering price, timing or probability of success of the distribution of the Class A Common Stock in the “overnight” 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 3.1 hereof and confirmation of receipt of such notice shall be requested in the notice. The Holder will have two Business Days after Partnership’s notice has been delivered to request in writing the inclusion of Registrable Securities in the Underwritten Offeringaccordance with Section 3.01. If no written request for inclusion from a Holder is received within the specified time, each such Holder shall have no further right to participate in such Piggyback RegistrationUnderwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, USWS the Partnership shall determine for any reason not to undertake or to delay such Underwritten Offering, USWS the Partnership may, at its election, give written notice of such determination to the Selling Holders and, (x) in the case of a 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 (y) 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 Registrable Securities in such Underwritten Offering by giving written notice to USWS the Partnership of such withdrawal up at or prior to and including the time of pricing of such offering. Any Holder may deliver written notice (a “Piggyback Opt-Out Notice”) to USWS requesting that such Holder not receive notice from USWS of any proposed Underwritten Offering; 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), USWS shall not be required to deliver any notice to such Holder pursuant to this Section 2.2(a) and such Holder shall no longer be entitled to participate in Underwritten Offerings by USWS pursuant to this Section 2.2(a), unless such Piggyback Opt-Out Notice is revoked by such Holder.

Participation. If at any time USWS Atlas Pipeline Partners proposes to file (i) at a time when USWS is not a WKSI, a shelf registration statement and such Holder has not previously included its Registrable Securities in a Shelf other than the Registration Statement contemplated by Section 2.1(a) (in which event Atlas Pipeline Partners covenants and agrees to include thereon a description of this Agreement that is currently effectivethe transaction under which the Purchasers acquired the Registrable Securities), or (ii) a prospectus supplement to an effective “automatic shelf registration statement” (as defined in Rule 405 under , other than the Securities Act), so long as USWS is a WKSI at such time or, whether or not USWS is a WKSI, so long as the Registrable Securities were previously included in the underlying Shelf Registration Statement or are included in an effective Shelf 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 Class A Common Stock Units in an Underwritten 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 USWS shall give as soon as practicable but not less than three (3) Business Days advance prior to the filing of (x) 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 e-electronic mail; such notice, a “Piggyback Notice”) of such proposed Underwritten Offering to each Holder that, together with its Affiliates, owns more than $5.0 million of Registrable Securities, the Holders and such notice shall offer such Holder the Holders the opportunity to participate in any Underwritten Offering and to include in such Underwritten Offering such number of Registrable Securities Common Units (the “Included Registrable Securities”) as each such Holder may request in writing (a “Piggyback Registration”)writing; provided, however, that USWS (A) shall not be required to include the Registrable Securities of the Holders in such Registration if the Holders do not offer a minimum of $5.0 million of Registrable Securities, or (B) if USWS Atlas Pipeline Partners has been advised by the Managing Underwriter that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an a material adverse effect on the offering price, timing or probability of success of the distribution of the Class A Common Stock Units in the Underwritten Offering, then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.2(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 (B2.02(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 this Agreement. The 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 provided in this Section 2.02(a) to 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 3.1 3.01 hereof and confirmation of receipt of such notice shall be requested in the noticeconfirmed by such Holder. The Each such Holder will shall then have two three Business Days after receiving such notice has been delivered to request in writing the inclusion of Registrable Securities in the Underwritten Offering. If no request for inclusion from a Holder is received within the specified time, such Holder shall have no further right to participate in such Piggyback RegistrationUnderwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, USWS Atlas Pipeline Partners shall determine for any reason not to undertake or to delay such Underwritten Offering, USWS Atlas Pipeline Partners may, at its election, give written notice of such determination to the Selling Holders and, (x) in the case of a 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 (y) 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 Registrable Securities in such Underwritten Offering offering by giving written notice to USWS Atlas Pipeline Partners of such withdrawal up to and including the time of pricing of such offering. 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 USWS Atlas Pipeline Partners requesting that such Holder not receive notice from USWS Atlas Pipeline Partners of any proposed Underwritten Offering; 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), USWS shall not be required to deliver any notice to such Holder pursuant to this Section 2.2(a) and such Holder shall no longer be entitled to participate in Underwritten Offerings by USWS pursuant to this Section 2.2(a), unless such Piggyback Opt-Out Notice is revoked by such Holdernotice.

Participation. If at any time USWS the Partnership proposes to file (i) at a time when USWS is not Registration Statement (other than a WKSI, a registration statement and such Holder has not previously included its Registrable Securities in a Shelf Registration Statement contemplated by Section 2.1(a2.01(a)) on behalf of this Agreement that is currently effectiveany 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 Common Units by any Other Holders to an effective “automatic shelf registration statement” (as defined in Rule 405 under the Securities Act), so long as USWS the Partnership is a WKSI at such time or, whether or not USWS the Partnership is a WKSI, so long as the Common Unit Registrable Securities were previously included in the underlying Shelf shelf Registration Statement or are included in on 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 Class A Common Stock Units by Other Holders in an Underwritten 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 salesOffering, then USWS the Partnership shall give not less than three (3) four Business Days advance Days’ notice (including, but not limited to, notification by e-electronic mail; such notice, a ) (the “Piggyback Notice”) of such proposed Underwritten Offering to each Holder that, together with its Affiliates, owns more than at least $5.0 25 million of Common Unit Registrable Securities, Securities and such notice Piggyback 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 Unit Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writing (a “Piggyback Registration”); provided, however, that USWS (A) the Partnership shall not be required to include the Registrable Securities of the offer such opportunity (A) to such Holders in such Registration if the Holders Holders, together with their Affiliates, do not offer a minimum of $5.0 25 million of Common Unit Registrable Securities, in the aggregate (determined by multiplying the number of Common Unit Registrable Securities owned by the average of the closing price on the National Securities Exchange for the Common Units for the 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 USWS and to the extent that the Partnership has been advised by the Managing Underwriter that the inclusion of Common Unit Registrable Securities for sale for the benefit of the such Holders will have an adverse effect on the offering price, timing or probability of success of the distribution of the Class A Common Stock Units in the such Underwritten Offering, then the amount of Common Unit Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.2(b2.02(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 3.1 hereof 3.01 and confirmation of receipt of such notice shall be requested in confirmed and kept confidential by the noticeHolders until either (x) such proposed Underwritten Offering has been publicly announced by the Partnership or (y) the Holders have received notice from the Partnership that such proposed Underwritten Offering has been abandoned, which the Partnership shall provide to the Holders reasonably promptly after the final decision to abandon a proposed Underwritten Offering has been made. The Each such Holder will have four Business Days (or two Business Days in connection with any overnight or bought Underwritten Offering) after notice such Piggyback Notice has been delivered to request in writing to the Partnership the inclusion of Common Unit Registrable Securities in the Underwritten OfferingOffering for Other Holders. If no request for inclusion from a Holder is received by the Partnership within the specified timetime 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 Piggyback RegistrationUnderwritten Offering. If, at any time after giving written notice of its the Partnership’s intention to undertake an Underwritten Offering for Other Holders and prior to the closing pricing of such Underwritten Offering, USWS shall determine for any reason not to undertake or to delay such Underwritten OfferingOffering is terminated or delayed pursuant to the provisions of this Agreement, USWS the Partnership may, at its election, give written notice of such determination to the Selling Holders and, (x1) in the case of a determination not to undertake 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 (y2) 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 Unit Registrable Securities in such Underwritten Offering by giving written notice to USWS the Partnership of such withdrawal up at least one Business Day prior to and including the time of pricing of such offeringUnderwritten Offering. Any Holder may deliver written notice (a “Piggyback Opt-Out Notice”) to USWS the Partnership requesting that such Holder not receive notice from USWS the Partnership of any proposed Underwritten OfferingOffering 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), USWS the Partnership shall not be required to deliver any notice to such Holder pursuant to this Section 2.2(a2.02(a) and such Holder shall no longer be entitled to participate in Underwritten Offerings by USWS for Other Holders pursuant to this Section 2.2(a2.02(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 USWS the Partnership proposes to file (i) at a 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 2.1(a) of this Agreement that is currently effective, or (ii) a prospectus supplement to an effective “automatic shelf registration statement” (as defined in Rule 405 under , other than the Securities Act), so long as USWS is a WKSI at such time or, whether or not USWS is a WKSI, so long as the Registrable Securities were previously included in the underlying Shelf Registration Statement or are included in an effective Shelf Registration Statementcontemplated by Section 2.01, or in any case in which Holders may participate in such offering without the filing of (ii) a post-effective amendmentregistration statement, other than a shelf registration statement, in each either case, for the sale of Class A Common Stock Units in an Underwritten 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 salesaccount, then USWS shall give as soon as practicable but not less than three (3) Business Days advance 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 e-mail; such notice, a “Piggyback Notice”) of such proposed Underwritten Offering to each Holder that, together with its Affiliates, owns more than $5.0 million of Registrable Securities, the Holders and such notice shall offer such Holder the Holders the opportunity to participate in any Underwritten Offering and to include in such Underwritten Offering such number of 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 USWS (A) shall not be required to include the Registrable Securities of the Holders in such Registration if the Holders do not offer a minimum of $5.0 million of Registrable Securities, or (B) if USWS Partnership has been advised by the Managing Underwriter that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an a material adverse effect on the offering price, timing or probability of success of the distribution of the Class A Common Stock Units in the Underwritten Offering, then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.2(b2.02(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 The 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 provided in this Section 2.02(a) to 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 3.1 hereof and confirmation of receipt of 3.01 hereof. Each such notice Holder shall be requested in the notice. The Holder will then have two three Business Days after receiving such notice has been delivered to request in writing the inclusion of Registrable Securities in the Underwritten Offering, except that such Holder shall have one Business Day after such Holder confirms receipt of the notice to request inclusion of Registrable Securities in the Underwritten Offering in 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 within the specified time, each such Holder shall have no further right to participate in such Piggyback RegistrationUnderwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, USWS the Partnership shall determine for any reason not to undertake or to delay such Underwritten Offering, USWS the Partnership may, at its election, give written notice of such determination to the Selling Holders and, (x) in the case of a 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 (y) 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 Registrable Securities in such Underwritten Offering by giving written notice to USWS ) holds less than $15 million of such withdrawal up to and including Purchased Units, based on the time purchase price per unit under the Purchase Agreement. Notwithstanding the foregoing, any Holder holding greater than $15 million of pricing of such offering. Any Holder Purchased Units, based on the purchase price per unit under the Purchase Agreement, may deliver written notice (a an “Piggyback Opt-Opt Out Notice”) to USWS the Partnership requesting that such Holder not receive notice from USWS the Partnership of any proposed Underwritten Offering; 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), USWS the Partnership shall not be required to deliver any notice to such Holder pursuant to this Section 2.2(a2.02(a) and such Holder shall no longer be entitled to participate in Underwritten Offerings by USWS the Partnership pursuant to this Section 2.2(a2.02(a), unless such Piggyback Opt-Out Notice is revoked by such Holder.

Participation. If at any time USWS the Partnership proposes to file (i) at a time when USWS is not Registration Statement (other than a WKSI, a registration statement and such Holder has not previously included its Registrable Securities in a Shelf Registration Statement contemplated by Section 2.1(a)) of this Agreement that is currently effective, or (ii) following the Series B Conversion Date, a prospectus supplement to an effective “automatic shelf automatic” registration statement” (as defined in Rule 405 under the Securities Act), so long as USWS the Partnership is a WKSI at such time or, whether or not USWS the Partnership is a WKSI, so long as the Registrable Securities were previously included in the underlying Shelf shelf Registration Statement or are included in on 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 Class A Common Stock Units in an Underwritten 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 USWS the Partnership shall give not less than three (3) Business Days advance Days’ notice (including, but not limited to, notification by e-electronic mail; such notice, a ) (the “Piggyback Notice”) of such proposed Underwritten Offering to each Holder that, (together with its Affiliates, owns ) owning more than $5.0 75 million of Registrable SecuritiesCommon Units, calculated on the basis of the Purchased Unit Price, and such notice Piggyback Notice shall offer such Holder the opportunity to participate in any Underwritten Offering and to include in such Underwritten Offering such number of Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writing (a “Piggyback Registration”); provided, however, that USWS (A) the Partnership shall not be required to include the Registrable Securities of the offer such opportunity (aa) to such Holders in such Registration if the Holders Holders, together with their Affiliates, do not offer a minimum of $5.0 37.5 million of Registrable Securities, in the aggregate (determined by multiplying the number of Registrable Securities owned by the average of the closing price on the NYSE for the Common Units for the ten trading days preceding the date of such notice), or (Bbb) to such Holders if USWS and to the extent that the Partnership has been advised by the Managing Underwriter that the inclusion of Registrable Securities for sale for the benefit of the such Holders will have an adverse effect on the offering price, timing or probability of success of the distribution of the Class A Common Stock Units in the such Underwritten Offering, then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.2(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 3.1 hereof and confirmation of receipt of 3.1. Each such notice shall be requested in the notice. The Holder will have two Business Days (or one Business Day in connection with any overnight or bought Underwritten Offering) after notice such Piggyback Notice has been delivered to request in writing the inclusion of Registrable Securities in the Underwritten Offering. If no request for inclusion from a Holder is received within the specified time, such Holder shall have no further right to participate in such Piggyback RegistrationUnderwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, USWS the Partnership shall determine for any reason not to undertake or to delay such Underwritten Offering, USWS the Partnership may, at its election, give written notice of such determination to the Selling Holders and, (xAA) in the case of a 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 (yBB) 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 Registrable Securities in such Underwritten Offering by giving written notice to USWS the Partnership of such withdrawal up at least one Business Day prior to and including the time of pricing of such offeringUnderwritten Offering. Any Holder may deliver written notice (a “Piggyback Opt-Out Notice”) to USWS the Partnership requesting that such Holder not receive notice from USWS the Partnership of any proposed Underwritten Offering; 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), USWS the Partnership shall not be required to deliver any notice to such Holder pursuant to this Section 2.2(a) and such Holder shall no longer be entitled to participate in Underwritten Offerings by USWS the Partnership pursuant to this Section 2.2(a), unless such Piggyback Opt-Out Notice is revoked by such Holder.

Participation. If at any time USWS (i) on or after the 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) at a 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 2.1(a) of this Agreement that is currently effective, or (ii) a prospectus supplement related to an effective “automatic shelf registration statement” (as defined in Rule 405 under the Securities Act)Underwritten Offering, so long as USWS is a WKSI at such time or, whether or not USWS is a WKSI, so long as the Registrable Securities were previously included in the underlying Shelf Registration Statement or are included 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 Class A Common Stock in an Underwritten Offering for its own account and/or another Person, other than (a) a registration relating solely including pursuant 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 salesSection 2.03, then USWS the Partnership shall give not less than three four (34) Business Days advance Days’ notice (including, but not limited to, including notification by e-electronic mail; such notice, a ) (the “Piggyback Notice”) of such proposed Underwritten Offering to each Holder that, together with its Affiliates, owns more than $5.0 million of Registrable SecuritiesGEPIF, and such notice Piggyback Notice shall offer such Holder GEPIF (on behalf of itself and as representative of each other Holder) the opportunity to participate in any Underwritten Offering and to include in such Underwritten Offering such up to one-third (including the securities being registered pursuant to Section 2.03) of the aggregate number of 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 each such Holder GEPIF may request in writing (a “Piggyback Registration”); provided, however, that USWS (A) the Partnership shall not be required to include offer such opportunity (A) if GEPIF and the Registrable Securities of the Holders in such Registration if the other Holders do not offer request registration of a minimum of $5.0 50 million of Registrable Securities, or (B) if 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, then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.2(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 3.1 hereof and confirmation of receipt of such notice shall be requested in the notice. The Holder will have two Business Days after notice has been delivered to request in writing the inclusion of Registrable Securities in the Underwritten Offering. If no request for inclusion from a Holder is received within aggregate (determined by multiplying the specified time, such Holder shall have no further right to participate in such Piggyback Registration. If, at any time after giving written notice number of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, USWS shall determine for any reason not to undertake or to delay such Underwritten Offering, USWS may, at its election, give written notice of such determination to the Selling Holders and, (x) in the case of a 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 (y) in owned by the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities Average VWAP 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 Registrable Securities in such Underwritten Offering by giving written notice to USWS of such withdrawal up to and including the time of pricing of such offering. Any Holder may deliver written notice (a “Piggyback Opt-Out Notice”) to USWS requesting that such Holder not receive notice from USWS of any proposed Underwritten Offering; 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), USWS shall not be required to deliver any notice to such Holder pursuant to this Section 2.2(a) and such Holder shall no longer be entitled to participate in Underwritten Offerings by USWS pursuant to this Section 2.2(a), unless such Piggyback Opt-Out Notice is revoked by such Holder.ten

Participation. If at In the event the Registrable Securities may not be disposed of without restriction pursuant to any time USWS section of Rule 144 (or any similar provision then in effect) under the Securities Act, if the Partnership proposes to file (i) at a time when USWS is not a WKSI, a shelf registration statement and such Holder has not previously included its Registrable Securities in a Shelf other than the Registration Statement contemplated by Section 2.1(a) of this Agreement that is currently effective2.01(a), or (ii) a prospectus supplement to an effective “automatic shelf registration statement” (as defined in Rule 405 under , other than the Securities Act), so long as USWS is a WKSI at such time or, whether or not USWS is a WKSI, so long as the Registrable Securities were previously included in the underlying Shelf Registration Statement or are included in an effective Shelf 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 Class A Common Stock LP Units in an Underwritten Offering for its own account and/or another Person, other than (a) a registration relating solely then as soon as practicable following the engagement of counsel by the Partnership to employee benefit plansprepare the documents to be used in connection with an Underwritten Offering, (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 USWS the Partnership shall give not less than three (3) Business Days advance notice (including, but not limited to, notification by e-electronic mail; such notice, a “Piggyback Notice”) of such proposed Underwritten Offering to each Holder that, (together with its Affiliates, owns more than ) holding at least $5.0 10.0 million of the then-outstanding Registrable Securities, Securities (based on the LP Unit Price) and such notice shall offer such Holder Holders the opportunity to participate in any Underwritten Offering and to include in such Underwritten Offering such number of Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writing (a “Piggyback Registration”)writing; provided, however, that USWS (A) shall not be required to include the Registrable Securities of the Holders in such Registration if the Holders do not offer a minimum of $5.0 million of Registrable Securities, or (B) if USWS Partnership 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 LP Units in 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 Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.2(b2.02(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 Any 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 provided in this Section 2.02(a) to 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 3.1 3.01 hereof and confirmation of receipt of such notice shall be requested in confirmed by the noticeHolder. The Each such Holder will shall then have two (2) Business Days (or one (1) Business Day in connection with any overnight or bought Underwritten Offering) after notice has been delivered to request in writing the inclusion of Registrable Securities in the Underwritten Offering. If no written request for inclusion from a Holder is received within the specified time, each such Holder shall have no further right to participate in such Piggyback RegistrationUnderwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, USWS the Partnership shall determine for any reason not to undertake or to delay such Underwritten Offering, USWS the Partnership may, at its election, give written notice of such determination to the Selling Holders and, (x) in the case of a 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 (y) 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 Registrable Securities in such Underwritten Offering by giving written notice to USWS the Partnership of such withdrawal up at or prior to and including the time of pricing of such offeringUnderwritten Offering. Any Holder may deliver written notice (a an “Piggyback Opt-Out Notice”) to USWS the Partnership requesting that such Holder not receive notice from USWS the Partnership of any proposed Underwritten Offering; 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), USWS the Partnership shall not be required to deliver any notice to such Holder pursuant to this Section 2.2(a2.02(a) and such Holder shall no longer be entitled to participate in Underwritten Offerings by USWS the Partnership pursuant to this Section 2.2(a2.02(a), unless such Piggyback . The Holders indicated on Schedule A hereto shall each be deemed to have delivered an Opt-Out Notice is revoked by such Holderas of the date hereof.

Participation. If Subject to Section 4(b) hereof, if at any time USWS proposes to file after the date hereof the Company files a Registration Statement (i) at a time when USWS is not a WKSI, other than a registration statement and on Form S-4 or S-8 or any successor form to such Holder has not previously included its Registrable Securities in a Shelf Registration Statement contemplated by Section 2.1(a) Forms or any registration of this Agreement that is currently effective, or (ii) a prospectus supplement securities as it relates to an effective “automatic shelf registration statement” (as defined in Rule 405 under offering and sale to management of the Securities Act), so long as USWS is a WKSI at such time or, whether Company pursuant to any employee stock plan or not USWS is a WKSI, so long as the Registrable Securities were previously included in the underlying Shelf Registration Statement or are included 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 Class A Common Stock in an Underwritten Offering for its own account and/or another Person, other than (a) a registration relating solely to employee benefit plans, (bplan arrangement) a registration relating solely with respect to a Rule 145 transaction, or (c) a registration statement on an offering that includes any registration form which does not permit secondary salesshares of Common Stock, then USWS the Company shall give not less than three (3) Business Days advance prompt notice (including, but not limited to, notification by e-mail; such notice, a “Piggyback the "Initial Notice”") of such proposed Underwritten Offering to each Holder that, together with its Affiliates, owns more than $5.0 million of Registrable Securities, the Investor and such notice the Investor shall offer such Holder the opportunity to participate in any Underwritten Offering and be entitled to include in such Underwritten Offering such number of Registration Statement any Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writing (a “Piggyback Registration”); held by it, provided, however, that USWS (A) the Investor shall not be required entitled to such participation rights with respect to the Registration Statement to be filed within ninety (90) 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 the any or all of its Registrable Securities of the Holders in such Registration if Statement, then the Holders do not Company shall give prompt notice (the "Piggyback Notice") to each Holder (excluding the Investor) and each such Holder shall be entitled to include in such Registration Statement any Registrable Securities held by it. The Initial Notice and Piggyback Notice shall offer a minimum the Investor and the Holders, respectively, the opportunity to register such number of $5.0 million shares of Registrable Securities, or Securities as the Investor and each Holder may request and shall set forth (Bi) if USWS has been advised by the Managing Underwriter anticipated filing date of such Registration Statement and (ii) the number of shares of Common Stock that the inclusion is proposed to be included in such Registration Statement. The Company shall include in such Registration Statement such shares of Registrable Securities for sale for which it has received written requests to register such shares within 15 days after 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, then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.2(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 Initial 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 and 7 days 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 3.1 hereof and confirmation of receipt of such notice shall be requested in the notice. The Holder will have two Business Days after notice has been delivered to request in writing the inclusion of Registrable Securities in the Underwritten Offering. If no request for inclusion from a Holder is received within the specified time, such Holder shall have no further right to participate in such Piggyback Registration. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, USWS shall determine for any reason not to undertake or to delay such Underwritten Offering, USWS may, at its election, give written notice of such determination to the Selling Holders and, (x) in the case of a 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 (y) 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 Registrable Securities in such Underwritten Offering by giving written notice to USWS of such withdrawal up to and including the time of pricing of such offering. Any Holder may deliver written notice (a “Piggyback Opt-Out Notice”) to USWS requesting that such Holder not receive notice from USWS of any proposed Underwritten Offering; 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), USWS shall not be required to deliver any notice to such Holder pursuant to this Section 2.2(a) and such Holder shall no longer be entitled to participate in Underwritten Offerings by USWS pursuant to this Section 2.2(a), unless such Piggyback Opt-Out Notice is revoked by such Holder.

Participation. If at any time USWS the Partnership proposes to file (i) at a time when USWS is not a WKSI, a shelf registration statement and such Holder has not previously included its Registrable Securities in a Shelf other than the Registration Statement contemplated by Section 2.1(a) of this Agreement that is currently effective2.01(a), or (ii) a prospectus supplement to an effective “automatic shelf registration statement” (as defined in Rule 405 under , other than the Securities Act), so long as USWS is a WKSI at such time or, whether or not USWS is a WKSI, so long as the Registrable Securities were previously included in the underlying Shelf Registration Statement or are included in an effective Shelf 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 Class A Common Stock Units in an Underwritten Offering for its own account and/or another Person, other than (a) a registration relating solely then as soon as practicable following the engagement of counsel by the Partnership to employee benefit plansprepare the documents to be used in connection with an Underwritten Offering, (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 USWS the Partnership shall give not less than three (3) Business Days advance notice (including, but not limited to, notification by e-electronic mail; such notice, a “Piggyback Notice”) of such proposed Underwritten Offering to each Holder that, (together with its Affiliates, owns more than ) holding at least $5.0 10.0 million of the then-outstanding Registrable Securities, Securities (based on the Purchase Price per Common Unit under the Purchase Agreement) and such notice shall offer such Holder Holders the opportunity to participate in any Underwritten Offering and to include in such Underwritten Offering such number of Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writing (a “Piggyback Registration”)writing; provided, however, that USWS (A) shall not be required to include the Registrable Securities of the Holders in such Registration if the Holders do not offer a minimum of $5.0 million of Registrable Securities, or (B) if USWS Partnership 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 Units in 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 Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.2(b2.02(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 Any 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 provided in this Section 2.02(a) to 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 3.1 3.01 hereof and confirmation of receipt of such notice shall be requested in confirmed by the noticeHolder. The Each such Holder will shall then have two (2) Business Days (or one (1) Business Day in connection with any overnight or bought Underwritten Offering) after notice has been delivered to request in writing the inclusion of Registrable Securities in the Underwritten Offering. If no written request for inclusion from a Holder is received within the specified time, each such Holder shall have no further right to participate in such Piggyback RegistrationUnderwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, USWS the Partnership shall determine for any reason not to undertake or to delay such Underwritten Offering, USWS the Partnership may, at its election, give written notice of such determination to the Selling Holders and, (x) in the case of a 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 (y) 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 Registrable Securities in such Underwritten Offering by giving written notice to USWS the Partnership of such withdrawal up at or prior to and including the time of pricing of such offeringUnderwritten Offering. Any Holder may deliver written notice (a an “Piggyback Opt-Out Notice”) to USWS the Partnership requesting that such Holder not receive notice from USWS the Partnership of any proposed Underwritten Offering; 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), USWS the Partnership shall not be required to deliver any notice to such Holder pursuant to this Section 2.2(a2.02(a) and such Holder shall no longer be entitled to participate in Underwritten Offerings by USWS the Partnership pursuant to this Section 2.2(a2.02(a), unless such Piggyback . The Holders indicated on Schedule A hereto as having opted out shall each be deemed to have delivered an Opt-Out Notice is revoked by such Holderas of the date hereof.

Participation. If at any time USWS So long as a Holder holds Registrable Securities, if the Partnership proposes to file (i) at a time when USWS is not a WKSI, a shelf registration statement and such Holder has not previously included its Registrable Securities in other than a Shelf Registration Statement contemplated by Section 2.1(a) of this Agreement that is currently effective2.01(a), or (ii) a prospectus supplement to an effective “automatic shelf registration statement” (as defined in Rule 405 under the Securities Act, other than a Registration Statement contemplated by Section 2.01(a), so long as USWS is or (iii) a WKSI at such time orregistration statement, whether or not USWS is other than a WKSI, so long as the Registrable Securities were previously included in the underlying Shelf Registration Statement or are included 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 amendmentshelf registration statement, in each case, for the sale of Class A Common Stock Units in an Underwritten Offering for its own account and/or or that of another Person, other than (a) or both, and Holders may be included in such Underwritten Offering without the filing of 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 salespost-effective amendment thereto, then USWS the Partnership shall give not less than three (3) Business Days advance Days’ notice (including, but not limited to, notification by e-electronic mail; such notice, a ) (the “Piggyback Notice”) of such proposed Underwritten Offering to each Holder that, (together with its Affiliates, owns ) owning more than $5.0 10 million of Registrable Securities, calculated on the basis of the Purchased Unit Price (the “Tag-Along Holders”), and such notice Piggyback Notice shall offer such Tag-Along Holder the opportunity to participate in any Underwritten Offering and to include in such Underwritten Offering such number of Registrable Securities (the “Included Registrable Securities”) as each such Tag-Along Holder may request in writing (a “Piggyback Registration”); provided, however, that USWS (A) the Partnership shall not be required to include the Registrable Securities of the offer such opportunity (A) to such Tag-Along Holders in such Registration if the Holders Tag-Along Holders, together with their Affiliates, do not offer a minimum of $5.0 10 million of Registrable Securities, in the aggregate (determined by multiplying the number of Registrable Securities owned by the average of the closing price on the NYSE for the Common Units for the ten trading days preceding the date of such notice), or (B) to such Tag-Along Holders if USWS and to the extent that the Partnership has been advised in writing by the Managing Underwriter that the inclusion of Registrable Securities for sale for the benefit of the such Tag-Along Holders will have an adverse effect on the offering price, timing or probability of success of the distribution of the Class A Common Stock Units in the such Underwritten Offering, then the amount of Registrable Securities to be offered for the accounts of Tag-Along Holders shall be determined based on the provisions of Section 2.2(b2.02(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 Tag-Along Holders on a Business Day pursuant to Section 3.1 hereof 3.01 and confirmation of receipt of such notice shall be requested in confirmed and kept confidential by the noticeTag-Along Holders until such proposed Underwritten Offering is (x) publicly announced or (y) such Tag-Along Holder received notice that such proposed Underwritten Offering has been abandoned, which such abandonment notice shall be provided promptly by the Partnership to each Tag-Along Holder but no later than 14 days after delivery of the Piggyback Notice to Tag-Along Holders. The Each such Tag-Along Holder will have two Business Days (or one Business Day in connection with any overnight or bought Underwritten Offering) after notice such Piggyback Notice has been delivered to request in writing the inclusion of Registrable Securities in the Underwritten Offering. If no request for inclusion from a Tag-Along Holder is received within the specified time, such Tag-Along Holder shall have no further right to participate in such Piggyback RegistrationUnderwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, USWS the Partnership shall determine for any reason not to undertake or to delay such Underwritten Offering, USWS the Partnership may, at its election, give written notice of such determination to the Selling Holders and, (x1) in the case of a 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 (y2) 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 Registrable Securities in such Underwritten Offering by giving written notice to USWS the Partnership of such withdrawal up at least one Business Day prior to and including the time of pricing of such offeringUnderwritten Offering. Any Holder may deliver written notice (a “Piggyback Opt-Out Notice”) to USWS the Partnership requesting that such Holder not receive notice from USWS the Partnership of any proposed Underwritten Offering; 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), USWS the Partnership shall not be required to deliver any notice to such Holder pursuant to this Section 2.2(a2.02(a) and such Holder shall no longer be entitled to participate in Underwritten Offerings by USWS pursuant to this Section 2.2(a2.02(a), unless such Piggyback Opt-Out Notice is revoked by such Holder.

Participation. If at In the event those Registrable Securities that are LP Units may not be disposed of without restriction pursuant to any time USWS section of Rule 144 (or any similar provision then in effect) under the Securities Act, if the Partnership proposes to file (i) at a time when USWS is not a WKSI, a shelf registration statement and such Holder has not previously included its Registrable Securities in a Shelf other than the Registration Statement contemplated by Section 2.1(a) of this Agreement that is currently effective2.01(a), or (ii) a prospectus supplement to an effective “automatic shelf registration statement” (as defined in Rule 405 under , other than the Securities Act), so long as USWS is a WKSI at such time or, whether or not USWS is a WKSI, so long as the Registrable Securities were previously included in the underlying Shelf Registration Statement or are included in an effective Shelf 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 Class A Common Stock LP Units in an Underwritten Offering for its own account and/or another Person, other than (a) a registration relating solely then as soon as practicable following the engagement of counsel by the Partnership to employee benefit plansprepare the documents to be used in connection with an Underwritten Offering, (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 USWS the Partnership shall give not less than three (3) Business Days advance notice (including, but not limited to, notification by e-electronic mail; such notice, a “Piggyback Notice”) of such proposed Underwritten Offering to each Holder that, (together with its Affiliates, owns more than ) holding at least $5.0 10.0 million of the then-outstanding Registrable Securities, Securities that are LP Units (based on the LP Unit Price) and such notice shall offer such Holder Holders the opportunity to participate in any Underwritten Offering and to include in such Underwritten Offering such number of 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 USWS (A) shall not be required to include the Registrable Securities of the Holders in such Registration if the Holders do not offer a minimum of $5.0 million of Registrable Securities, or (B) if USWS Partnership has been advised by the Managing Underwriter that the inclusion of such 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 LP Units in 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 such Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.2(b2.02(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 Any 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 provided in this Section 2.02(a) to 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 3.1 3.01 hereof and confirmation of receipt of such notice shall be requested in confirmed by the noticeHolder. The Each such Holder will shall then have two (2) Business Days (or one (1) Business Day in connection with any overnight or bought Underwritten Offering) after notice has been delivered to request in writing the inclusion of those Registrable Securities that are LP Units in the Underwritten Offering. If no written request for inclusion from a Holder is received within the specified time, each such Holder shall have no further right to participate in such Piggyback RegistrationUnderwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, USWS the Partnership shall determine for any reason not to undertake or to delay such Underwritten Offering, USWS the Partnership may, at its election, give written notice of such determination to the Selling Holders and, (x) in the case of a 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 (y) 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 Registrable Securities in such Underwritten Offering by giving written notice to USWS the Partnership of such withdrawal up at or prior to and including the time of pricing of such offeringUnderwritten Offering. Any Holder may deliver written notice (a an “Piggyback Opt-Out Notice”) to USWS the Partnership requesting that such Holder not receive notice from USWS the Partnership of any proposed Underwritten Offering; 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), USWS the Partnership shall not be required to deliver any notice to such Holder pursuant to this Section 2.2(a2.02(a) and such Holder shall no longer be entitled to participate in Underwritten Offerings by USWS the Partnership pursuant to this Section 2.2(a2.02(a), unless such Piggyback . The Holders indicated on Schedule A hereto shall each be deemed to have delivered an Opt-Out Notice is revoked by such Holderas of the date hereof.

Participation. If at any time USWS the Company proposes to file (i) at a time when USWS is not Registration Statement (other than a WKSI, a registration statement and such Holder has not previously included its Registrable Securities in a Shelf Registration Statement contemplated by Section 2.1(a2.01(a)) on its own behalf relating to the sale of this Agreement that is currently effective, Common Stock or on behalf of any other Persons who have or have been granted registration rights (the “Other Holders”) or (ii) a prospectus supplement relating to the sale of Common Stock by the Company or any Other Holders to an effective “automatic shelf automatic” registration statement” (as defined in Rule 405 under the Securities Act), so long as USWS the Company is a WKSI at such time or, whether or not USWS the Company is a WKSI, so long as the Registrable Securities were previously included in the underlying Shelf shelf Registration Statement or are included in on 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 the case of each caseof clause (i) and (ii), for the sale of Class A Common Stock by the Company or Other Holders in an Underwritten Offering for its own account and/or another Person, other than (a) a registration relating solely including an Underwritten Offering undertaken pursuant 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 salesSection 2.03), then USWS the Company shall give not less than three four (34) Business Days’ notice (or two (2) Business Days advance notice in connection with any overnight or bought Underwritten Offering) (including, but not limited to, notification by e-electronic mail; such notice, a ) (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 ) owning more than $5.0 25 million of Common Stock (determined by multiplying the number of Registrable SecuritiesSecurities owned by the Purchased Common Stock Price), and such notice Piggyback Notice shall offer such Holder the opportunity to participate in any Underwritten Offering and to include in such Underwritten Offering such number of Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writing (a “Piggyback Registration”); provided, however, that USWS (A) the Company shall not be required to include the Registrable Securities offer such opportunity (A) to any such Holders (other than any Stonepeak Purchaser and any of the Holders in such Registration Stonepeak Purchaser’s respective Affiliates) if the Holders such Holders, together with their Affiliates, do not offer a minimum of $5.0 10 million of Registrable SecuritiesSecurities in the aggregate (determined by multiplying the number of Registrable Securities owned by the Purchased Common Stock Price), or (B) to any Holders if USWS and to the extent that the Company has been advised by the Managing Underwriter Underwriter, acting in good faith, that the inclusion of Registrable Securities for sale for the benefit of the such 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 such Underwritten Offering, then in which case the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.2(b2.02(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 3.1 hereof and confirmation of receipt of such notice shall be requested 3.01. If practical in the notice. The Holder will have two Business Days after notice has been delivered context of the contemplated offering, the Company shall use reasonable efforts to request in writing increase the inclusion length of Registrable Securities in the Underwritten Offering. If no request for inclusion from a Holder is received within the specified time, such Holder shall have no further right Piggyback Notice to participate in such Piggyback Registration. If, at any provide more time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, USWS shall determine for any reason not to undertake or to delay such Underwritten Offering, USWS may, at its election, give written notice of such determination to the Selling Holders and, (x) in the case of a 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 (y) 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 applicable Holders to withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in such Underwritten Offering by giving written notice make an election to USWS of such withdrawal up to and including the time of pricing of such offering. Any Holder may deliver written notice (a “Piggyback Opt-Out Notice”) to USWS requesting that such Holder not receive notice from USWS of any proposed Underwritten Offeringparticipate; provided, however, that any decision to increase the length of the Piggyback Notice for longer than two Business Days shall be in the sole discretion of the Company. Each such Holder may later revoke will have four (4) Business Days (or two (2) Business Days in connection with any such Piggyback Opt-Out Notice in writing. Following receipt of a Piggyback Opt-Out Notice from a Holder (unless subsequently revoked), USWS shall not be required to deliver any notice to such Holder pursuant to this Section 2.2(a) and such Holder shall no longer be entitled to participate in Underwritten Offerings by USWS pursuant to this Section 2.2(a), unless such Piggyback Opt-Out Notice is revoked by such Holder.overnight or

Participation. If at any time USWS the Partnership proposes to file during the Effectiveness Period (i) at a time when USWS is not a WKSI, a shelf registration statement and such Holder has not previously included its Registrable Securities in other than a Shelf Registration Statement contemplated by Section 2.1(a) of this Agreement that is currently effective2.01(a), or (ii) a prospectus supplement to an effective “automatic shelf registration statement” (as defined in Rule 405 under the Securities Act), so long as USWS is other than a WKSI at such time or, whether or not USWS is a WKSI, so long as the Registrable Securities were previously included in the underlying Shelf Registration Statement or are contemplated by Section 2.01(a) and Holders may be included in an effective Shelf 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 Class A Common Stock Units in an Underwritten Offering for its own account and/or or that 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 statement on any registration form which does not permit secondary salesboth, then USWS as soon as practicable following the selection of the Managing Underwriter for such Underwritten Offering, the Partnership shall give not less than three (3) Business Days advance notice (including, but not limited to, notification by e-electronic mail; such notice, a “Piggyback Notice”) of such proposed Underwritten Offering to each Holder that, (together with its Affiliates, owns more than $5.0 million ) holding at least the Piggyback Threshold Amount of the then-outstanding Registrable Securities, Securities (calculated based on the Common Unit Price) and such notice shall offer such Holder Holders the opportunity to participate in any Underwritten Offering and to include in such Underwritten Offering such number of Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writing (a “Piggyback Registration”)writing; provided, however, that USWS (A) the Partnership shall not be required to include the Registrable Securities of the Holders in provide such Registration if the Holders do opportunity to any such Holder that does not offer a minimum of $5.0 million the Piggyback Threshold Amount of Registrable SecuritiesSecurities (based on the Common Unit Price), or and (B) if USWS the Partnership 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 amount, price, timing or probability of success of the distribution of the Class A Common Stock Units in 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 Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.2(b2.02(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 Any 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 provided pursuant to this Section 2.02(a) to 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 3.1 hereof and confirmation of receipt of such notice shall be requested in confirmed by the noticeHolder. The Each such Holder will shall then have two (2) Business Days (or one (1) Business Day in connection with any overnight or bought Underwritten Offering) after notice has been delivered to request in writing the inclusion of Registrable Securities in the Underwritten Offering. If no written request for inclusion from a Holder is received within the specified time, each such Holder shall have no further right to participate in such Piggyback RegistrationUnderwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, USWS the Partnership shall determine for any reason not to undertake or to delay such Underwritten Offering, USWS the Partnership may, at its election, give written notice of such determination to the Selling Holders and, (x) in the case of a 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 (y) 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 Registrable Securities in such Underwritten Offering by giving written notice to USWS the Partnership of such withdrawal up at or prior to and including the time of pricing of such offeringUnderwritten Offering. Any Holder may deliver written notice (a an “Piggyback Opt-Out Notice”) to USWS the Partnership requesting that such Holder not receive notice from USWS the Partnership of any proposed Underwritten Offering; 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), USWS the Partnership shall not be required to deliver any notice to such Holder pursuant to this Section 2.2(a2.02(a) and such Holder shall no longer be entitled to participate in Underwritten Offerings by USWS the Partnership pursuant to this Section 2.2(a2.02(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“Holders” under either of the Existing Registration Rights Agreements or the registration statements, prospectuses and prospectus supplements filed in connection therewith.

Participation. If at any time USWS the Partnership proposes to file (i) at a time when USWS is not a WKSI, a shelf registration statement and such Holder has not previously included its Registrable Securities in a Shelf other than the Registration Statement contemplated by Section 2.1(a) of this Agreement that is currently effective2.01(a), or (ii) a prospectus supplement to an effective “automatic shelf registration statement” (as defined in Rule 405 under , other than the Securities ActRegistration Statement contemplated by Section 2.01(a), so long as USWS is a WKSI at such time or, whether or not USWS is a WKSI, so long as the Registrable Securities were previously included in the underlying Shelf Registration Statement or are included in an effective Shelf Registration Statement, 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 Class A Common Stock Units in an Underwritten Offering for its own account and/or another Person, other than (a) a registration relating solely then as soon as practicable following the engagement of counsel by the Partnership to employee benefit plansprepare the documents to be used in connection with an Underwritten Offering, (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 USWS the Partnership shall give not less than three (3) Business Days advance notice (including, but not limited to, notification by e-electronic mail; such notice, a “Piggyback Notice”) of such proposed Underwritten Offering to each Holder that, (together with its Affiliates, owns more than ) holding at least $5.0 25.0 million of the then-outstanding Registrable Securities, Securities (calculated based on the Common Unit Price) (the “Threshold Amount”) and such notice shall offer such Holder Holders the opportunity to participate in any Underwritten Offering and to include in such Underwritten Offering such number of Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writing (a “Piggyback Registration”)writing; provided, however, that USWS (A) shall not be required to include the Registrable Securities of the Holders in such Registration if the Holders do not offer a minimum of $5.0 million of Registrable Securities, or (B) if USWS Partnership 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 Units in 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 Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.2(b2.02(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 Any 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 provided in this Section 2.02(a) to 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 3.1 3.01 hereof and confirmation of receipt of such notice shall be requested in confirmed and kept confidential by the noticeHolder until such proposed Underwritten Offering is (i) publicly announced or (ii) such Holder receives notice that such proposed Underwritten Offering has been abandoned, which such notice shall be provided promptly by the Partnership to each Holder. The Each such Holder will shall then have two (2) Business Days (or one (1) Business Day in connection with any overnight or bought deal Underwritten Offering) after notice has been delivered to request in writing the inclusion of Registrable Securities in the Underwritten Offering. If no written request for inclusion from a Holder is received within the specified time, each such Holder shall have no further right to participate in such Piggyback RegistrationUnderwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, USWS the Partnership shall determine for any reason not to undertake or to delay such Underwritten Offering, USWS the Partnership may, at its election, give written notice of such determination to the Selling Holders and, (x) in the case of a 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 (y) 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 Registrable Securities in such Underwritten Offering by giving written notice to USWS the Partnership of such withdrawal up at or prior to and including the time of pricing of such offeringUnderwritten Offering. Any Holder may deliver written notice (a an “Piggyback Opt-Out Notice”) to USWS the Partnership requesting that such Holder not receive notice from USWS the Partnership of any proposed Underwritten Offering; 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), USWS the Partnership shall not be required to deliver any notice to such Holder pursuant to this Section 2.2(a2.02(a) and such Holder shall no longer be entitled to participate in Underwritten Offerings by USWS the Partnership pursuant to this Section 2.2(a2.02(a), unless such Piggyback . The Holders indicated on Schedule A hereto as having opted out shall each be deemed to have delivered an Opt-Out Notice is revoked by such Holderas of the date hereof.

Participation. If at any time USWS If, the Company proposes to file (i) at a time when USWS is not a WKSI, a shelf registration statement and such Holder has not previously included its Registrable Securities in a Shelf Registration Statement other than the registration statements contemplated by Section 2.1(aSections 4.01(a) of this Agreement that is currently effectiveand 4.01(b), or (ii) a prospectus supplement to an effective “automatic shelf registration statement” (as defined in Rule 405 under , other than the Securities Act), so long as USWS is a WKSI at such time or, whether or not USWS is a WKSI, so long as the Registrable Securities were previously included in the underlying Shelf Registration Statement or are included in an effective Shelf 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 Class A Common Stock in an Underwritten Offering for its own account and/or or for 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 statement on any registration form which does not permit secondary salesstockholder of the Company, then USWS as soon as 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 three (3) Business Days advance notice (including, but not limited to, notification by e-electronic mail; such notice, a “Piggyback Notice”) of such proposed Underwritten Offering to each Holder that, (together with its Affiliates, owns more than ) holding at least $5.0 million of the then-outstanding Registrable Securities, Securities (based on the VWAP Price) and such notice shall offer such Holder Holders the opportunity to participate in any Underwritten Offering and to include in such Underwritten Offering such number of Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writing (a “Piggyback Registration”)writing; provided, however, that USWS (A) shall not be required to include the Registrable Securities of the Holders in such Registration if the Holders do not offer a minimum of $5.0 million of Registrable Securities, or (B) if USWS Company has been advised by the Managing Underwriter that the inclusion of such 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, 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 Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.2(b4.02(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 Any 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 provided in this Section 4.02(a) to 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 3.1 5.01 hereof and confirmation of receipt of such notice shall be requested in confirmed by the noticeHolder. The Each such Holder will shall then have two five (5) Business Days (or one (1) Business Day in connection with any overnight or bought Underwritten Offering) after notice has been delivered to request in writing the inclusion of Registrable Securities in the Underwritten Offering. If no written request for inclusion from a Holder is received within the specified time, each such Holder shall have no further right to participate in such Piggyback RegistrationUnderwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, USWS the Company shall determine for any reason not to undertake or to delay such Underwritten Offering, USWS the Company may, at its election, give written notice of such determination to the Selling Holders and, (x) in the case of a 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 (y) 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 Registrable Securities in such Underwritten Offering by giving written notice to USWS the Company of such withdrawal up at or prior to and including the time of pricing of such offeringUnderwritten Offering. Any Holder may deliver written notice (a an “Piggyback Opt-Out Notice”) to USWS the Company requesting that such Holder not receive notice from USWS the Company of any proposed Underwritten Offering; 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), USWS the Company shall not be required to deliver any notice to such Holder pursuant to this Section 2.2(a4.02(a) and such Holder shall no longer be entitled to participate in Underwritten Offerings by USWS the Company pursuant to this Section 2.2(a4.02(a), unless such Piggyback Opt-Out Notice is revoked by such Holder.

Participation. If at any time USWS the Partnership proposes to file (i) at a 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 2.1(a) of this Agreement that is currently effective, or (ii) a prospectus supplement to an effective “automatic shelf registration statement” (as defined in Rule 405 under the Securities Act), so long as USWS is a WKSI at such time or, whether or not USWS is a WKSI, so long as the Registrable Securities were previously Shelf Registration Statement and Holders may be included in the underlying Shelf Registration Statement or are included in an effective Shelf 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 Class A Common Stock Units in an Underwritten Offering for its own account and/or another Person, other than (a) a registration relating solely then as soon as practicable following the engagement of counsel by the Partnership to employee benefit plansprepare the documents to be used in connection with such Underwritten Offering, (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 USWS the Partnership shall give not less than three (3) Business Days advance notice (including, but not limited to, notification which may be given by e-electronic mail; such notice, a “Piggyback Notice”) of such proposed Underwritten Offering to each Holder that, together holding at least one million Registrable Securities (subject to adjustment in accordance with its Affiliates, owns more than $5.0 million of Registrable Securities, Section 3.04) and such notice shall offer such Holder Holders the opportunity to participate in any Underwritten Offering and to include in such Underwritten Offering such number of 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 USWS (A) shall not be required to include the Registrable Securities of the Holders in such Registration if the Holders do not offer a minimum of $5.0 million of Registrable Securities, or (B) if USWS Partnership 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 Units in 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 Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.2(b2.03(b). If USWS is not required Subject to offer Section 2.03(b), 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, Partnership 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 all included Registrable Securities for sale for that are Fungible Securities with respect to which the benefit of the Holders will have Partnership has received requests within two (2) Business Days (or one (1) Business Day in connection with a “bought deal” or an adverse effect on the offering price, timing or probability of success of the distribution of the Class A Common Stock in the “overnight” 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 3.1 hereof and confirmation of receipt of such notice shall be requested in the notice. The Holder will have two Business Days after Partnership’s notice has been delivered to request in writing the inclusion of Registrable Securities in the Underwritten Offeringaccordance with Section 3.01. If no written request for inclusion from a Holder is received within the specified time, such Holder shall have no further right to participate in such Piggyback RegistrationUnderwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, USWS the Partnership shall determine for any reason not to undertake or to delay such Underwritten Offering, USWS the Partnership may, at its election, give written notice of such determination to the Selling Holders and, (x) in the case of a 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 (y) 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 Registrable Securities in such Underwritten Offering by giving written notice to USWS the Partnership of such withdrawal up at or prior to and including the time of pricing of such offering. Any Holder may deliver written notice (a “Piggyback Opt-Out Notice”) to USWS requesting that such Holder not receive notice from USWS of any proposed Underwritten Offering; 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), USWS shall not be required to deliver any notice to such Holder pursuant to this Section 2.2(a) and such Holder shall no longer be entitled to participate in Underwritten Offerings by USWS pursuant to this Section 2.2(a), unless such Piggyback Opt-Out Notice is revoked by such Holder.

Participation. If So long as a Unitholder has Registrable Securities, if at any time USWS the Partnership proposes to file (i) at a time when USWS is not a WKSI, a registration statement and such Holder Unitholder has not previously included its Registrable Securities in a Shelf Registration Statement contemplated by Section 2.1(a) of this Agreement that is currently effective, or (ii) a prospectus supplement to an effective “automatic shelf registration statement” (as defined in Rule 405 under the Securities Act), so long as USWS is a WKSI at such time or, whether or not USWS is a WKSI, so long as the Registrable Securities were previously are included in the underlying Shelf shelf Registration Statement or are included in on an effective Shelf 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 Class A Common Stock Units in an Underwritten Offering underwritten 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 USWS as soon as reasonably practicable following the engagement of counsel by the Partnership to prepare the documents to be used in connection with an underwritten offering, the Partnership shall give not less than three (3) Business Days advance notice (including, but not which may be limited to, to notification by e-electronic mail; such notice, a “Piggyback Notice”) of such proposed Underwritten Offering underwritten offering to each Holder that, Unitholder (together with its Affiliates, owns more than ) holding at least $5.0 15 million of the then-outstanding Registrable Securities, Securities (calculated based on the volume-weighted average trading price of the Common Units for the 20 Business Days prior to the date of such notice) and such notice shall offer such Holder Unitholders the opportunity to participate in any Underwritten Offering and to include in such Underwritten Offering underwritten offering such number of Registrable Securities (the “Included Registrable Securities”) as each such Holder Unitholder may request in writing (a “Piggyback Registration”)writing; provided, however, that USWS (A) the Partnership shall not be required to include provide such opportunity unless the Registrable Securities of Unitholders propose to offer, in the Holders in such Registration if the Holders do not offer a minimum of aggregate, at least $5.0 50 million of Registrable SecuritiesSecurities (calculated based on the volume-weighted average trading price of the Common Units for the 20 Business Days prior to the date of such notice), or and (B) if USWS the Partnership has been advised by the Managing managing Underwriter or Underwriters for such underwritten offering that the inclusion of Registrable Securities for sale for the benefit of the Holders Unitholders will have an adverse effect on the offering price, timing or probability of success of the distribution of the Class A Common Stock Units in the Underwritten Offeringunderwritten offering, then (1) if no Registrable Securities can be included in the underwritten offering in the opinion of the managing Underwriter or Underwriters, the Partnership shall not be required to offer such opportunity to the Unitholders or (2) if any Registrable Securities can be included in the underwritten offering in the opinion of the managing Underwriter or Underwriters, then the amount of Registrable Securities to be offered for the accounts of Holders Unitholders shall be determined based on in accordance with the provisions of Section 2.2(b2.1(d)(ii). 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 Any 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 provided in this Section 2.2(a) 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 Unitholders shall be provided to Holders on a Business Day pursuant to Section 3.1 4.1 hereof and confirmation of receipt of such notice shall be requested in confirmed by the noticeUnitholder. The Holder will Each such Unitholder shall then have two (2) Business Days (or one (1) Business Day in connection with any overnight or bought underwritten offering) after notice has been delivered to request in writing the inclusion of Registrable Securities in the Underwritten Offeringunderwritten offering. If no written request for inclusion from a Holder Unitholder is received within the specified time, each such Holder Unitholder shall have no further right to participate in such Piggyback Registrationunderwritten offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering underwritten offering and prior to the closing of such Underwritten Offeringunderwritten offering, USWS the Partnership shall determine for any reason not to undertake or to delay such Underwritten Offeringunderwritten offering, USWS the Partnership may, at its election, give written notice of such determination to the Selling Holders Unitholders and, (x) in the case of a 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 (y) 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 Registrable Securities in such Underwritten Offering underwritten offering by giving written notice to USWS the Partnership of such withdrawal up at or prior to and including the time of pricing of such underwritten 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 USWS the Partnership requesting that such Holder Unitholder not receive notice from USWS the Partnership of any proposed Underwritten Offeringunderwritten 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), USWS the Partnership shall not be required to deliver any notice to such Holder Unitholder pursuant to this Section 2.2(a) and such Holder Unitholder shall no longer be entitled to participate in Underwritten Offerings underwritten offerings by USWS the Partnership pursuant to this Section 2.2(a), unless such Piggyback Opt-Out Notice is revoked by such Holder2.2.

Participation. If So long as a Unitholder has Registrable Securities, if at any time USWS the Company proposes to file (i) at a time when USWS is not a WKSI, a registration statement and such Holder Unitholder has not previously included its Registrable Securities in a Shelf Registration Statement contemplated by Section 2.1(a) of this Agreement that is currently effective, or (ii) a prospectus supplement to an effective “automatic shelf registration statement” (as defined in Rule 405 under the Securities Act), so long as USWS is a WKSI at such time or, whether or not USWS is a WKSI, statement so long as the Registrable Securities were previously are included in the underlying Shelf shelf Registration Statement or are included in on an effective Shelf 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 Class A EnLink Midstream Common Stock Units in an Underwritten Offering underwritten 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 USWS 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 three (3) Business Days advance notice (including, but not which may be limited to, to notification by e-electronic mail; such notice, a “Piggyback Notice”) of such proposed Underwritten Offering underwritten offering to each Holder that, Unitholder (together with its Affiliates, owns more than ) holding at least $5.0 15 million of the then-outstanding Registrable Securities, 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 notice shall offer such Holder Unitholders the opportunity to participate in any Underwritten Offering and to include in such Underwritten Offering underwritten offering such number of Registrable Securities (the “Included Registrable Securities”) as each such Holder Unitholder may request in writing (a “Piggyback Registration”)writing; provided, however, that USWS (A) the Company shall not be required to include provide such opportunity unless the Registrable Securities of Unitholders propose to offer, in the Holders in such Registration if the Holders do not offer a minimum of aggregate, at least $5.0 50 million of Registrable SecuritiesSecurities (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), or and (B) if USWS the Company has been advised by the Managing managing Underwriter or Underwriters for such underwritten offering that the inclusion of Registrable Securities for sale for the benefit of the Holders Unitholders will have an adverse effect on the offering price, timing or probability of success of the distribution of the Class A EnLink Midstream Common Stock Units in the Underwritten Offeringunderwritten offering, then (1) if no Registrable Securities can be included in the underwritten offering in the opinion of 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 the underwritten offering in the opinion of the managing Underwriter or Underwriters, then the amount of Registrable Securities to be offered for the accounts of Holders Unitholders shall be determined based on in accordance with the provisions of Section 2.2(b2.1(d)(ii). 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 Any 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 provided in this Section 2.2(a) 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 Unitholders shall be provided to Holders on a Business Day pursuant to Section 3.1 4.1 hereof and confirmation of receipt of such notice shall be requested in confirmed by the noticeUnitholder. The Holder will Each such Unitholder shall then have two (2) Business Days (or one (1) Business Day in connection with any overnight or bought underwritten offering) after notice has been delivered to request in writing the inclusion of Registrable Securities in the Underwritten Offeringunderwritten offering. If no written request for inclusion from a Holder Unitholder is received within the specified time, each such Holder Unitholder shall have no further right to participate in such Piggyback Registrationunderwritten offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering underwritten offering and prior to the closing of such Underwritten Offeringunderwritten offering, USWS the Company shall determine for any reason not to undertake or to delay such Underwritten Offeringunderwritten offering, USWS the Company may, at its election, give written notice of such determination to the Selling Holders Unitholders and, (x) in the case of a 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 (y) 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 Registrable Securities in such Underwritten Offering underwritten offering by giving written notice to USWS the Company of such withdrawal up at or prior to and including the time of pricing of such underwritten 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 USWS the Company requesting that such Holder Unitholder not receive notice from USWS the Company of any proposed Underwritten Offeringunderwritten 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), USWS the Company shall not be required to deliver any notice to such Holder Unitholder pursuant to this Section 2.2(a) and such Holder Unitholder shall no longer be entitled to participate in Underwritten Offerings underwritten offerings by USWS the Company pursuant to this Section 2.2(a), unless such Piggyback Opt-Out Notice is revoked by such Holder2.2.

Participation. If Within twenty (20) days after receipt of the Issuance Notice, each Investor may elect to purchase or otherwise acquire, at any time USWS proposes to file (i) at a time when USWS is not a WKSI, a registration statement the price and such Holder has not previously included its Registrable Securities in a Shelf Registration Statement contemplated by Section 2.1(a) of this Agreement that is currently effective, or (ii) a prospectus supplement to an effective “automatic shelf registration statement” (as defined in Rule 405 under on the Securities Act), so long as USWS is a WKSI at such time or, whether or not USWS is a WKSI, so long as the Registrable Securities were previously included terms specified in the underlying Shelf Registration Statement 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 are included exercisable securities of the Company held by such Investor) then held by such Investor bears to the total number of Ordinary Shares then outstanding ( assuming full conversion and exercise of all convertible or exercisable securities of the Company) (the “Pro Rata Portion”). Upon the expiration of such twenty (20) day period, the Company shall promptly notify in an effective Shelf Registration Statement, or in any case in which Holders may participate in such offering without writing (the filing of a post-effective amendment, in “Overallotment Notice”) each case, for Investor that elects to purchase all the sale of Class A Common Stock in an Underwritten Offering for its own account and/or another Person, other than (a) a registration relating solely New Securities available 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 USWS shall give not less than three (3) Business Days advance notice (including, but not limited to, notification by e-mail; such noticeit ( each, a “Piggyback NoticeFully 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 to each Holder that, together with its Affiliates, owns more than $5.0 million Investor’s Pro Rata Portion of Registrable the New Securities, and any New Securities that any Investor had the right to purchase or otherwise acquire pursuant to this Section 8 but which were not so subscribed for by such notice shall offer such Holder Investor (in the opportunity to participate in any Underwritten Offering and to include in such Underwritten Offering such number of Registrable Securities (aggregate, the “Included Registrable Unsubscribed New Securities”) as each such Holder may request in writing (a “Piggyback Registration”); provided, howeverthat, that USWS (A) shall not be required in the event the Fully Exercising Investors elect to include purchase more than the Registrable Securities total number of the Holders in such Registration if the Holders do not offer a minimum of $5.0 million of Registrable Unsubscribed New Securities, each Fully Exercising Investor that elects to purchase or (B) if USWS has been advised by the Managing Underwriter that the inclusion of Registrable otherwise acquire any Unsubscribed New 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, then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.2(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 3.1 hereof and confirmation of receipt of such notice shall be requested in the notice. The Holder will have two Business Days after notice has been delivered to request in writing the inclusion of Registrable Securities in the Underwritten Offering. If no request for inclusion from a Holder is received within the specified time, such Holder shall have no further right to participate in such Piggyback Registration. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, USWS shall determine for any reason not to undertake or to delay such Underwritten Offering, USWS may, at its election, give written notice of such determination to the Selling Holders and, (x) in the case of a 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 (y) 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 purchase or otherwise acquire that portion of such Selling Holder’s Registrable the Unsubscribed New Securities in such Underwritten Offering by giving written notice to USWS of such withdrawal up to and including which equals the time of pricing of such offering. Any Holder may deliver written notice proportion (a the “Piggyback Opt-Out NoticeUnsubscribed 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 Fully Exercising Investor) then held by such Fully Exercising Investor bears to USWS requesting the 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 initial calculation due to any Fully Exercising Investor not electing to purchase its full Unsubscribed Pro Rata being apportioned to the Fully Exercising Investors that such Holder not receive notice from USWS of any proposed Underwritten Offering; provided, however, that such Holder may later revoke any such Piggyback Opt-Out Notice in writing. Following receipt of elect to purchase more than their Unsubscribed Pro Rata on a Piggyback Opt-Out Notice from a Holder (unless subsequently revoked), USWS shall not be required to deliver any notice to such Holder pursuant to this Section 2.2(a) and such Holder shall no longer be entitled to participate in Underwritten Offerings by USWS pursuant to this Section 2.2(aprorated basis), unless such Piggyback Opt-Out Notice another method of apportionment is revoked mutually agreed to by such Holderthe Fully Exercising Investors.

Participation. If at any time USWS the Partnership proposes to file (i) at a 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 2.1(a) of this Agreement that is currently effective, or (ii) a prospectus supplement to an effective “automatic shelf registration statement” (as defined in Rule 405 under the Securities Act), so long as USWS is a WKSI at such time or, whether or not USWS is a WKSI, so long as the Registrable Securities were previously Shelf Registration Statement and Holders may be included in the underlying Shelf Registration Statement or are included in an effective Shelf 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 Class A Common Stock Units in an Underwritten Offering for its own account and/or another Person, other than (a) a registration relating solely then as soon as practicable following the engagement of counsel by the Partnership to employee benefit plansprepare the documents to be used in connection with such Underwritten Offering, (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 USWS the Partnership shall give not less than three (3) Business Days advance notice (including, but not limited to, including notification by e-electronic mail; such notice, a “Piggyback Notice”) of such proposed Underwritten Offering to each Holder that, together with its Affiliates, owns more than $5.0 million holding at least 5% of the then-outstanding Registrable Securities, Securities and such notice shall offer such Holder Holders the opportunity to participate in any Underwritten Offering and to include in such Underwritten Offering such number of Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writing (a “Piggyback Registration”)writing; provided, however, that USWS (A) shall not be required to include the Registrable Securities of the Holders in such Registration if the Holders do not offer a minimum of $5.0 million of Registrable Securities, or (B) if USWS Partnership has been advised by the Managing Underwriter Underwriter(s) 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 Units in the Underwritten Offering, then (A) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter(s), 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(s), then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.2(b2.03(b). If USWS is not required Subject to offer Section 2.03(b), 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, Partnership 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 all included Registrable Securities for sale for with respect to which the benefit of the Holders will have Partnership has received requests within two (2) Business Days (or one (1) Business Day in connection with a “bought deal” or an adverse effect on the offering price, timing or probability of success of the distribution of the Class A Common Stock in the “overnight” 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 3.1 hereof and confirmation of receipt of such notice shall be requested in the notice. The Holder will have two Business Days after Partnership’s notice has been delivered to request in writing the inclusion of Registrable Securities in the Underwritten Offeringaccordance with Section 3.01. If no written request for inclusion from a Holder is received within the specified time, each such Holder shall have no further right to participate in such Piggyback RegistrationUnderwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, USWS the Partnership shall determine for any reason not to undertake or to delay such Underwritten Offering, USWS the Partnership may, at its election, give written notice of such determination to the Selling Holders and, (x) in the case of a 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 (y) 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 Registrable Securities in such Underwritten Offering by giving written notice to USWS the Partnership of such withdrawal up at or prior to and including the time of pricing of such offering. Any Holder may deliver written notice (a “Piggyback Opt-Out Notice”) to USWS requesting that such Holder not receive notice from USWS of any proposed Underwritten Offering; 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), USWS shall not be required to deliver any notice to such Holder pursuant to this Section 2.2(a) and such Holder shall no longer be entitled to participate in Underwritten Offerings by USWS pursuant to this Section 2.2(a), unless such Piggyback Opt-Out Notice is revoked by such Holder.

Participation. If at any time USWS the Company proposes to file (i) at a time when USWS is not Registration Statement (other than a WKSI, a registration statement and such Holder has not previously included its Registrable Securities in a Shelf Registration Statement contemplated by Section 2.1(a2.01(a)) on its own behalf relating to the sale of this Agreement that is currently effective, Common Stock or on behalf of any other Persons who have or have been granted registration rights (the “Other Holders”) or (ii) a prospectus supplement relating to the sale of Common Stock by the Company or any Other Holders to an effective “automatic shelf automatic” registration statement” (as defined in Rule 405 under the Securities Act), so long as USWS the Company is a WKSI at such time or, whether or not USWS the Company is a WKSI, so long as the Registrable Securities were previously included in the underlying Shelf shelf Registration Statement or are included in on 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 Class A Common Stock by the Company or Other Holders in an Underwritten Offering for its own account and/or another Person, other than (a) a registration relating solely including an Underwritten Offering undertaken pursuant 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 salesSection 2.03), then USWS the Company shall give not less than three four Business Days’ notice (3) or two Business Days advance notice in connection with any overnight or bought Underwritten Offering) (including, but not limited to, notification by e-electronic mail; such notice, a ) (the “Piggyback Notice”) of such proposed Underwritten Offering to each Holder that, (together with its Affiliates, owns ) owning more than $5.0 75 million of Common 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 notice Piggyback Notice shall offer such Holder the opportunity to participate in any Underwritten Offering and to include in such Underwritten Offering such number of Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writing (a “Piggyback Registration”); provided, however, that USWS (A) the Company shall not be required to include the Registrable Securities offer such opportunity (A) to any such Holders other than any of the Holders in such Registration Stonepeak and its Affiliates if the Holders Holders, together with their Affiliates, do not offer a minimum of $5.0 50 million of Registrable SecuritiesSecurities in the aggregate (determined by multiplying the number of Registrable Securities owned by the Purchased Preferred Stock Price ), or (B) to such Holders if USWS and to the extent that the Company has been advised by the Managing Underwriter Underwriter, acting in good faith, that the inclusion of Registrable Securities for sale for the benefit of the such 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 such Underwritten Offering, then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.2(b2.02(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 3.1 hereof and confirmation 4.01. If practical in the context of receipt the contemplated offering, the Company shall use reasonable efforts to increase the length of such notice the Piggyback Notice to provide more time for the applicable Holders to make an election to participate; provided, however, that any decision to increase the length of the Piggyback Notice for longer than two Business Days shall be requested in the noticesole discretion of the Company. The Each such Holder will have four Business Days (or two 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 notice such Piggyback Notice has been delivered to request in writing the inclusion of Registrable Securities in the Underwritten Offering. If no request for inclusion from a Holder is received within the specified time, such Holder shall have no further right to participate in such Piggyback RegistrationUnderwritten Offering. If, at any time after giving written notice of its intention to undertake such an Underwritten Offering and prior to the closing of such Underwritten Offering, USWS the Company shall determine for any reason not to undertake or to delay such Underwritten Offering, USWS the Company may, at its election, give written notice of such determination to the Selling Holders and, (x1) in the case of a 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 (y2) 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 Registrable Securities in such Underwritten Offering by giving written notice to USWS the Company of such withdrawal up at least one Business Day prior to and including the time of pricing of such offeringUnderwritten Offering. Any Holder may deliver written notice (a “Piggyback Opt-Out Notice”) to USWS the Company requesting that such Holder not receive notice from USWS the Company of any proposed Underwritten Offering; 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), USWS the Company shall not be required to deliver any notice to such Holder pursuant to this Section 2.2(a2.02(a) and such Holder shall no longer be entitled to participate in Underwritten Offerings by USWS pursuant to this Section 2.2(a2.02(a), unless such Piggyback Opt-Out Notice is revoked by such Holder.

Participation. If at In the event the Registrable Securities may not be disposed of without restriction pursuant to any time USWS section of Rule 144 (or any similar provision then in effect) under the Securities Act, if the Partnership proposes to file (i) at a time when USWS is not a WKSI, a shelf registration statement and such Holder has not previously included its Registrable Securities in a Shelf Registration Statement other than the registration statements contemplated by Section 2.1(a2.01(a) of this Agreement that is currently effectiveand Section 2.01(b), or (ii) a prospectus supplement to an effective “automatic shelf registration statement” (as defined in Rule 405 under , other than the Securities Act), so long as USWS is a WKSI at such time or, whether or not USWS is a WKSI, so long as the Registrable Securities were previously included in the underlying Shelf Registration Statement or are included in an effective Shelf 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 Class A Common Stock Units in an Underwritten Offering for its own account and/or another Person, other than (a) a registration relating solely then as soon as practicable following the engagement of counsel by the Partnership to employee benefit plansprepare the documents to be used in connection with an Underwritten Offering, (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 USWS the Partnership shall give not less than three (3) Business Days advance notice (including, but not limited to, notification by e-electronic mail; such notice, a “Piggyback Notice”) of such proposed Underwritten Offering to each Holder that, (together with its Affiliates, owns more than ) holding at least $5.0 10.0 million of the then-outstanding Registrable Securities, Securities (based on the Common Unit Price) and such notice shall offer such Holder Holders the opportunity to participate in any Underwritten Offering and to include in such Underwritten Offering such number of Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writing (a “Piggyback Registration”)writing; provided, however, that USWS (A) shall not be required to include the Registrable Securities of the Holders in such Registration if the Holders do not offer a minimum of $5.0 million of Registrable Securities, or (B) if USWS Partnership has been advised by the Managing Underwriter that the inclusion of such 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 Units in 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 Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.2(b2.02(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 Any 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 provided in this Section 2.02(a) to 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 3.1 3.01 hereof and confirmation of receipt of such notice shall be requested in confirmed by the noticeHolder. The Each such Holder will shall then have two (2) Business Days (or one (1) Business Day in connection with any overnight or bought Underwritten Offering) after notice has been delivered to request in writing the inclusion of Registrable Securities in the Underwritten Offering. If no written request for inclusion from a Holder is received within the specified time, each such Holder shall have no further right to participate in such Piggyback RegistrationUnderwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, USWS the Partnership shall determine for any reason not to undertake or to delay such Underwritten Offering, USWS the Partnership may, at its election, give written notice of such determination to the Selling Holders and, (x) in the case of a 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 (y) 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 Registrable Securities in such Underwritten Offering by giving written notice to USWS the Partnership of such withdrawal up at or prior to and including the time of pricing of such offeringUnderwritten Offering. Any Holder may deliver written notice (a an “Piggyback Opt-Out Notice”) to USWS the Partnership requesting that such Holder not receive notice from USWS the Partnership of any proposed Underwritten Offering; 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), USWS the Partnership shall not be required to deliver any notice to such Holder pursuant to this Section 2.2(a2.02(a) and such Holder shall no longer be entitled to participate in Underwritten Offerings by USWS the Partnership pursuant to this Section 2.2(a2.02(a), unless such Piggyback Opt-Out Notice is revoked by such Holder.

Participation. If at any time USWS So long as a Holder has Common Stock Registrable Securities, if the Company proposes to file (i) at a time when USWS is not a WKSI, a shelf registration statement and such Holder has not previously included its Registrable Securities in other than a Shelf Registration Statement contemplated by Section 2.1(a) of this Agreement that is currently effective2.01(a), or (ii) a prospectus supplement to an effective “automatic shelf registration statement” (as defined in Rule 405 under statement relating to the Securities Act)sale of equity securities of the Company for its own account or that of another Person, so long as USWS is or both, other than a WKSI at such time or, whether or not USWS is a WKSI, so long as the Registrable Securities were previously included in the underlying Shelf Registration Statement or are included in an effective Shelf 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 Class A shares of Common Stock in an Underwritten Offering for its own account and/or or that 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 statement on any registration form which does not permit secondary salesboth, then USWS promptly following the selection of the Managing Underwriter for such Underwritten Offering, the Company shall give not less than three (3) Business Days advance notice (including, but not limited to, notification by e-mail; such notice, a “Piggyback Notice”) of such proposed Underwritten Offering to each Holder that, (together with its Affiliates, owns more than $5.0 million ) holding at least the Piggyback Threshold Amount of the then-outstanding Common Stock Registrable Securities, Securities (calculated based on the Common Stock Price) and such notice shall offer such Holder Holders the opportunity to participate in any Underwritten Offering and to include in such Underwritten Offering such number of Common Stock Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writing (a “Piggyback Registration”)writing; provided, however, that USWS (A) the Company shall not be required to include the Registrable Securities of the Holders in provide such Registration if the Holders do opportunity to any such Holder that does not offer a minimum of $5.0 million the Piggyback Threshold Amount of Common Stock Registrable SecuritiesSecurities (based on the Common Stock Price), or such lesser amount if it constitutes the remaining holdings of such Holder, and (B) if USWS the Company has been advised by the Managing Underwriter that the inclusion of Common Stock 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 shares of Common Stock in 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 Stock Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.2(b2.02(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 Any 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 provided in this Section 2.02(a) to 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 3.1 hereof and confirmation of receipt of such notice shall be requested in confirmed by the noticeHolder. The Each such Holder will shall then have two five Business Days (or three Business Days in connection with any overnight or bought Underwritten Offering) after notice has been delivered to request in writing the inclusion of Common Stock Registrable Securities in the Underwritten Offering. If no written request for inclusion from a Holder is received within the specified time, each such Holder shall have no further right to participate in such Piggyback RegistrationUnderwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, USWS the Company shall determine for any reason not to undertake or to delay such Underwritten Offering, USWS the Company may, at its election, give written notice of such determination to the Selling Holders and, (x1) in the case of a 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 (y2) 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 Stock Registrable Securities in such Underwritten Offering by giving written notice to USWS the Company of such withdrawal up at or prior to and including the time of pricing of such offeringUnderwritten Offering. Any Holder may deliver written notice (a an “Piggyback Opt-Out Notice”) to USWS the Company requesting that such Holder not receive notice from USWS the Company of any proposed Underwritten Offering; 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), USWS the Company shall not be required to deliver any notice to such Holder pursuant to this Section 2.2(a2.02(a) and such Holder shall no longer be entitled to participate in Underwritten Offerings by USWS the Company pursuant to this Section 2.2(a2.02(a), unless such Piggyback Opt-Out Notice is revoked by such Holder.

Participation. If at any time USWS So long as a Holder has Registrable Securities, if the Partnership proposes to file (i) at a time when USWS is not shelf registration statement, other than a WKSI, a registration statement and such Holder has not previously included its Registrable Securities in a Shelf Registration Statement contemplated by Section 2.1(a) of this Agreement that is currently effective2.01(a), or (ii) a prospectus supplement to an effective “automatic shelf registration statement” (as defined in Rule 405 under statement relating to the Securities Actsale of equity securities of the Partnership, other than a Registration Statement contemplated by Section 2.01(a), so long as USWS is a WKSI at such time or, whether or not USWS is a WKSI, so long as the Registrable Securities were previously included in the underlying Shelf Registration Statement or are included in an effective Shelf Registration Statement, 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 Class A Common Stock Units in an Underwritten Offering for its own account and/or or that 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 statement on any registration form which does not permit secondary salesboth, then USWS promptly following the selection of the Managing Underwriter for such Underwritten Offering, the Partnership shall give not less than three (3) Business Days advance notice (including, but not limited to, notification by e-mail; such notice, a “Piggyback Notice”) of such proposed Underwritten Offering to each Holder that, (together with its Affiliates, owns more than $5.0 million ) holding at least the Piggyback Threshold Amount of the then-outstanding Registrable Securities, Securities (calculated based on the Unit Purchase Price) and such notice shall offer such Holder Holders the opportunity to participate in any Underwritten Offering and to include in such Underwritten Offering such number of Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writing (a “Piggyback Registration”)writing; provided, however, that USWS (A) the Partnership shall not be required to include provide such opportunity if, in the Registrable Securities of the Holders in such Registration if aggregate, the Holders do not offer a minimum of $5.0 million the Piggyback Threshold Amount of Registrable SecuritiesSecurities (based on the Unit Purchase Price), or and (B) if USWS the Partnership 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 Units in the Underwritten Offering, then (x) if, in the opinion of 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 Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.2(b2.02(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 Any 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 provided in this Section 2.02(a) to 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 3.1 hereof and confirmation of receipt of such notice shall be requested in confirmed by the noticeHolder. The Each such Holder will shall then have two three Business Days (or one Business Day in connection with any overnight or bought Underwritten Offering) after notice has been delivered to request in writing the inclusion of Registrable Securities in the Underwritten Offering. If no a Holder’s written request for inclusion from a Holder is not received within the specified time, such Holder shall have no further right to participate in such Piggyback RegistrationUnderwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, USWS the Partnership shall determine for any reason to delay or not to undertake or to delay such Underwritten Offering, USWS the Partnership may, at its election, give written notice of such determination to the Selling Holders and, (x1) in the case of a 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 (y2) 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 Registrable Securities in such ACTIVE 226509354 Underwritten Offering by giving written notice to USWS the Partnership of such withdrawal up at or prior to and including the time of pricing of such offeringUnderwritten Offering. Any Holder may deliver written notice (a an “Piggyback Opt-Out Notice”) to USWS the Partnership requesting that such Holder not receive notice from USWS the Partnership of any proposed Underwritten Offering; 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)Holder, USWS the Partnership shall not be required to deliver any notice to such Holder pursuant to this Section 2.2(a2.02(a) and such Holder shall no longer be entitled to participate in Underwritten Offerings by USWS the Partnership pursuant to this Section 2.2(a2.02(a), unless such Piggyback Opt-Out Notice is revoked by such Holder.

Participation. If at In the event the Registrable Securities may not be disposed of without restriction pursuant to any time USWS section of Rule 144 (or any similar provision then in effect) under the Securities Act, if the Partnership proposes to file (i) at a 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 2.1(a) of this Agreement that is currently effective, or (ii) a prospectus supplement to an effective “automatic shelf registration statement” (as defined in Rule 405 under , other than the Securities Act), so long as USWS is a WKSI at such time or, whether or not USWS is a WKSI, so long as the Registrable Securities were previously included in the underlying Shelf Registration Statement or are included in an effective Shelf 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 (ii) a registration statement, other than a shelf registration statement, in each case, for the sale of Class A Common Stock Units in an Underwritten Offering for its own account and/or another Person, other than (a) a registration relating solely then as soon as practicable following the engagement of counsel by the Partnership to employee benefit plansprepare the documents to be used in connection with an Underwritten Offering, (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 USWS the Partnership shall give not less than three (3) Business Days advance notice (includingwhich may include, but not limited towithout limitation, notification by e-electronic mail; such notice, a “Piggyback Notice”) of such proposed Underwritten Offering to each Holder that, together with its Affiliates, owns more than holds in the aggregate at least $5.0 10.0 million of the then-outstanding Registrable Securities, Securities (based on the Common Unit Price) and such notice shall offer such Holder Holders the opportunity to participate in any Underwritten Offering and to include in such Underwritten Offering such number of Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writing (a “Piggyback Registration”)writing; provided, however, that USWS (Ai) the Partnership shall not be required to include the Registrable Securities of the Holders in provide such Registration if the Holders do opportunity to any such Holder that does not offer a minimum of $5.0 10.0 million of Registrable SecuritiesSecurities (based on the Common Unit Price), or (Bii) if USWS the Partnership 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 Units in 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 Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.2(b2.02(b). If USWS is not Any notice required to offer the opportunity for be provided in this Section 2.02(a) to Holders shall be provided on a Piggyback Registration in respect of a proposed Underwritten Offering as a result of the circumstance Business Day pursuant to Section 3.01 hereof. Each such Holder 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 then have the opportunity to include Registrable Securities two (2) Business Days (or one (1) Business Day 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 connection with any overnight or probability of success of the distribution of the Class A Common Stock in the bought 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 3.1 hereof and confirmation of receipt of such notice shall be requested in the notice. The Holder will have two Business Days after notice has been delivered to request in writing the inclusion of 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 Piggyback RegistrationUnderwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, USWS the Partnership shall determine for any reason not to undertake or to delay such Underwritten Offering, USWS the Partnership may, at its election, give written notice of such determination to the Selling Holders and, (x) in the case of a 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 (y) 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 Registrable Securities in such Underwritten Offering by giving written notice to USWS the Partnership of such withdrawal up at or prior to and including the time of pricing of such offeringUnderwritten Offering. Any Holder may deliver written notice (a an “Piggyback Opt-Out Notice”) to USWS the Partnership requesting that such Holder not receive notice from USWS the Partnership of any proposed Underwritten Offering; 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), USWS the Partnership shall not be required to deliver any notice to such Holder pursuant to this Section 2.2(a2.02(a) and such Holder shall no longer be entitled to participate in Underwritten Offerings by USWS the Partnership pursuant to this Section 2.2(a2.02(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 Holdershall be deemed to have delivered an Opt-Out Notice as of the date hereof.

Participation. If at any time USWS So long as a Holder has Registrable Shares, if the Company proposes to file (i) at a time when USWS is not a WKSI, a shelf registration statement and such Holder has not previously included its Registrable Securities in other than a Shelf Registration Statement contemplated by Section 2.1(a) of this Agreement that is currently effective2.01(a), or (ii) a prospectus supplement to an effective “automatic shelf registration statement” (as defined in Rule 405 under statement relating to the Securities Act)sale of equity securities of the Company for its own account or that of another Person, so long as USWS is or both, other than a WKSI at such time or, whether or not USWS is a WKSI, so long as the Registrable Securities were previously included in the underlying Shelf Registration Statement or are included in an effective Shelf 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 Class A shares of Common Stock in an Underwritten Offering for its own account and/or or that 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 statement on any registration form which does not permit secondary salesboth, then USWS promptly following the selection of the Managing Underwriter for such Underwritten Offering, the Company shall give not less than three (3) Business Days advance notice (including, but not limited to, notification by e-mail; such notice, a “Piggyback Notice”) of such proposed Underwritten Offering to each Holder that, (together with its Affiliates, owns more than $5.0 million ) holding at least the Piggyback Threshold Amount of the then-outstanding Registrable Securities, Shares and such notice shall offer such Holder Holders the opportunity to participate in any Underwritten Offering and to include in such Underwritten Offering such number of Registrable Securities Shares (the “Included Registrable SecuritiesShares”) as each such Holder may request in writing (a “Piggyback Registration”)writing; provided, however, that USWS (A) the Company shall not be required to include the Registrable Securities of the Holders in provide such Registration if the Holders do opportunity to any such Holder that does not offer a minimum of $5.0 million the Piggyback Threshold Amount of Registrable SecuritiesShares, or such lesser amount if it constitutes the remaining holdings of such Holder, and (B) if USWS the Company has been advised by the Managing Underwriter that the inclusion of Registrable Securities Shares 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 shares of Common Stock in the Underwritten Offering, then (x) if no Registrable Shares 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 Registrable Shares can be included in the Underwritten Offering in the opinion of the Managing Underwriter, then the amount of Registrable Securities Shares to be offered for the accounts of Holders shall be determined based on the provisions of allocation set forth in Section 2.2(b2.02(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, Each such Holder shall 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 five Business Days (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 3.1 hereof and confirmation of receipt of such notice shall be requested in the notice. The Holder will have two Business Days in connection with any overnight or bought Underwritten Offering) after notice has been delivered to request in writing the inclusion of Registrable Securities Shares in the Underwritten Offering. If no written request for inclusion from a Holder is received within the specified time, each such Holder shall have no further right to participate in such Piggyback RegistrationUnderwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, USWS the Company shall determine for any reason not to undertake or to delay such Underwritten Offering, USWS the Company may, at its election, give written notice of such determination to the Selling Holders and, (x1) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities Shares in connection with such terminated Underwritten Offering, and (y2) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities Shares 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 Registrable Securities Shares in such Underwritten Offering by giving written notice to USWS the Company of such withdrawal up at or prior to and including the time of pricing of such offeringUnderwritten Offering. Any Holder may deliver written notice (a an “Piggyback Opt-Out Notice”) to USWS the Company requesting that such Holder not receive notice from USWS the Company of any proposed Underwritten Offering; 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), USWS the Company shall not be required to deliver any notice to such Holder pursuant to this Section 2.2(a) and in respect of such Holder shall no longer be entitled to participate in Underwritten Offerings by USWS pursuant to this Section 2.2(a), unless such Piggyback Opt-Out Notice is revoked by such HolderOffering.

Participation. If at any time USWS the Company proposes to file (i) at a time when USWS is not Registration Statement (other than a WKSI, a registration statement and such Holder has not previously included its Registrable Securities in a Shelf Registration Statement contemplated by Section 2.1(a)) of this Agreement that is currently effective, or (ii) a prospectus supplement to an effective “automatic shelf automatic” registration statement” (as defined in Rule 405 under the Securities Act), so long as USWS the Company is a WKSI at such time or, whether or not USWS the Company is a WKSI, so long as the Registrable Securities were previously included in the underlying Shelf shelf Registration Statement or are included in on 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 Class A Common Stock Units in an Underwritten 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 USWS the Company shall give not less than three (3) Business Days advance Days’ notice (including, but not limited to, notification by e-mail; such notice, a the “Piggyback Notice”) of such proposed Underwritten Offering to each Holder that, (together with its Affiliates, owns ) owning more than $5.0 75 million of Registrable SecuritiesCommon Units, calculated on the basis of the Unit Price, and such notice Piggyback Notice shall offer such Holder the opportunity to participate in any Underwritten Offering and to include in such Underwritten Offering such number of Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writing (a “Piggyback Registration”); provided, however, that USWS (A) the Company shall not be required to include the Registrable Securities of the offer such opportunity (aa) to such Holders in such Registration if the Holders Holders, together with their Affiliates, do not offer a minimum of $5.0 37.5 million of Registrable Securities, in the aggregate (determined by multiplying the number of Registrable Securities owned by the average of the closing price on the NYSE for the Common Units for the 10 trading days preceding the date of such notice), or (Bbb) to such Holders if USWS and to the extent that the Company has been advised by the Managing Underwriter that the inclusion of Registrable Securities for sale for the benefit of the such Holders will have an adverse effect on the offering price, timing timing, or probability of success of the distribution of the Class A Common Stock Units in the such Underwritten Offering, then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.2(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 3.1 hereof and confirmation of receipt of 3.1. Each such notice shall be requested in the notice. The Holder will have two (2) Business Days (or one (1) Business Day in connection with any overnight or bought Underwritten Offering) after notice such Piggyback Notice has been delivered to request in writing the inclusion of Registrable Securities in the Underwritten Offering. If no request for inclusion from a Holder is received within the specified time, such Holder shall have no further right to participate in such Piggyback RegistrationUnderwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, USWS the Company shall determine for any reason not to undertake or to delay such Underwritten Offering, USWS the Company may, at its election, give written notice of such determination to the Selling Holders and, (xAA) in the case of a 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 (yBB) 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 Registrable Securities in such Underwritten Offering by giving written notice to USWS the Company of such withdrawal up at least one (1) Business Day prior to and including the time of pricing of such offeringUnderwritten Offering. Any Holder may deliver written notice (a “Piggyback Opt-Out Notice”) to USWS the Company requesting that such Holder not receive notice from USWS the Company of any proposed Underwritten Offering; 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), USWS the Company shall not be required to deliver any notice to such Holder pursuant to this Section 2.2(a) and such Holder shall no longer be entitled to participate in Underwritten Offerings by USWS the Company pursuant to this Section 2.2(a), unless such Piggyback Opt-Out Notice is revoked by such Holder.

Participation. If at any time USWS ONEOK proposes to file (i) at a time when USWS ONEOK is not a WKSI, a registration statement Registration Statement and such Holder has not previously included its Registrable Securities in a Shelf Registration Statement contemplated by Section 2.1(a) of this Agreement that is currently effective, or (ii) a prospectus supplement to an effective “automatic shelf automatic” registration statement” (as defined in Rule 405 under the Securities Act), so long as USWS ONEOK is a WKSI at such time or, whether or not USWS ONEOK is a WKSI, so long as the Registrable Securities were previously included in the underlying Shelf shelf Registration Statement or are included in on 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 Class A ONEOK Common Stock in an Underwritten Offering for its own account and/or another Person, other than (aA) a registration relating solely to employee benefit plans, (bB) a registration relating solely to a Rule 145 transaction, or (cC) a registration statement on any registration statement form which does not permit secondary sales, then USWS ONEOK shall give not less than three (3) Business Days advance Days’ notice (including, but not limited to, notification by e-electronic mail; such notice, a ) (the “Piggyback Notice”) of such proposed Underwritten Offering to each Holder that, (together with its Affiliates, owns ) owning more than $5.0 million 35,000,000 of Registrable SecuritiesSecurities (calculated in accordance with Section 3.5), and such notice Piggyback Notice shall offer such Holder the opportunity to participate in any Underwritten Offering and to include in such Underwritten Offering such number of Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writing (a “Piggyback Registration”); provided, however, that USWS (A) ONEOK shall not be required to include the Registrable Securities of the offer such opportunity (aa) to such Holders in such Registration if the Holders Holders, together with their Affiliates, do not offer a minimum of $5.0 million 50,000,000 of Registrable SecuritiesSecurities (calculated in accordance with Section 3.5), in the aggregate, or (Bbb) to such Holders if USWS and to the extent that ONEOK has been advised by the Managing Underwriter Underwriter(s) that the inclusion of Registrable Securities for sale for the benefit of the such Holders will have an adverse effect on the offering price, timing or probability of success of the distribution of the Class A ONEOK Common Stock in such Underwritten Offering or the Underwritten Offeringmarket for the ONEOK Common Stock, then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.2(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 3.1 hereof and confirmation of receipt of 3.1. Each such notice shall be requested in the notice. The Holder will have two (2) Business Days (or one (1) Business Day in connection with any overnight or bought Underwritten Offering) after notice such Piggyback Notice has been delivered to request in writing the inclusion of Registrable Securities in the Underwritten Offering. If no request for inclusion from a Holder is received within the specified time, such Holder shall have no further right to participate in such Piggyback RegistrationUnderwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, USWS ONEOK shall determine for any reason not to undertake or to delay such Underwritten Offering, USWS ONEOK may, at its election, give written notice of such determination to the Selling Holders and, (xAA) in the case of a 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 (yBB) 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 Registrable Securities in such Underwritten Offering by giving written notice to USWS ONEOK of such withdrawal up at least one (1) Business Day prior to and including the time of pricing of such offeringUnderwritten Offering. Any Holder may deliver written notice (a “Piggyback Opt-Out Notice”) to USWS ONEOK requesting that such Holder not receive notice from USWS ONEOK of any proposed Underwritten Offering; 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), USWS ONEOK shall not be required to deliver any notice to such Holder pursuant to this Section 2.2(a) and such Holder shall no longer be entitled to participate in Underwritten Offerings by USWS ONEOK pursuant to this Section 2.2(a), unless such Piggyback Opt-Out Notice is revoked by such Holder. By execution of this Agreement, Holder hereby delivers a Piggyback Opt-Out Notice which shall continue to exist unless later revoked by such Holder in writing.