Common use of Participation Clause in Contracts

Participation. So long as a Holder has Registrable Securities, if the Company proposes to file (i) a shelf registration statement other than a Registration Statement contemplated by Section 2.01 and other than a registration statement on Forms S-4 or S-8 and any successor forms, (ii) a prospectus supplement to an effective shelf registration statement relating to the sale of equity securities of the Company, other than a Registration Statement contemplated by Section 2.01 and Holders may be included without the filing of a post-effective amendment thereto, or (iii) a registration statement, other than a shelf registration statement, and other than a registration statement on Forms S-4 or S-8 and any successor forms, in each case, for the sale of Common Stock in an Underwritten Offering for its own account or that of another Person, or both, then the Company shall give prompt written notice of its intention to effect such registration at least five Business Days before the proposed date of filing of the applicable Registration Statement or prospectus supplement, or at least two Business Days in connection with any overnight or bought Underwritten Offering, to the Holders and such notice shall (A) describe the intended method(s) of distribution, and the name of the proposed Managing Underwriter or Underwriters, if any, in such offering and (B) offer the Holders the opportunity to include in such registration statement, prospectus supplement or Underwritten Offering, as the case may be, such number of Registrable Securities (the “Included Registrable Securities”) as the Holders may request in writing (such request may include the Registrable Securities to be included on behalf of any other Holder, as specified by the Holders); provided, however, that if the Company has been advised by the Managing Underwriter of any such Underwritten Offering that the inclusion of all Registrable Securities that the Selling Holders intend to include in such offering exceeds the number that can be sold in such offering without being likely to have an adverse effect on the price, timing or distribution of the Common Stock in the Underwritten Offering, then (x) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter without having such adverse effect, the Company shall not be required to offer such opportunity to the Holders or (y) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter without having such adverse effect, then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.02(b) or in such other manner as such Selling Holders may agree. Any notice required to be provided in this Section 2.02(a) to the Holders shall be provided on a Business Day and receipt of such notice shall be confirmed by the Holders. Holders 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 Holders is received within the specified time, each such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, the Company shall determine for any reason not to undertake or to delay such Underwritten Offering, the Company may, at its election, give written notice of such determination to the Selling Holders and, (1) 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 (2) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities as part of such Underwritten Offering for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in such Underwritten Offering by giving written notice to the Company of such withdrawal at least one Business Day before the time of pricing of such Underwritten Offering. Holders may deliver written notice (an “Opt-Out Notice”) to the Company requesting that such Holder not receive notice from the Company of any proposed Underwritten Offering; provided, however, that such Holder may later revoke any such Opt-Out Notice in writing prior to five Business Day before the time of pricing of such underwritten offering. Following receipt of an Opt-Out Notice from a Holder (unless subsequently revoked), the Company shall not be required to deliver any notice to such Holder pursuant to this Section 2.02(a) and such Holder (unless such Holder’s Opt-Out Notice is subsequently revoked) shall no longer be entitled to participate in Underwritten Offerings by the Company pursuant to this Section 2.02(a).

Participation. So long as a Holder has Registrable Securities, if the Company If at any time Atlas Energy proposes to file (i) a shelf registration statement other than a the Registration Statement contemplated by Section 2.01 (in which event Atlas Energy covenants and other than agrees to include thereon a registration statement on Forms S-4 or S-8 description of the transaction under which the Purchasers acquired the Registrable Securities) and any successor formsa prospectus supplement related to such shelf registration, (ii) a prospectus supplement to an effective shelf registration statement relating to the sale of equity securities of the Companystatement, other than a the Registration Statement contemplated by Section 2.01 of this Agreement and Holders may be included without the filing of a post-effective amendment thereto, or (iii) a registration statement, other than a shelf registration statement, and other than a registration statement on Forms S-4 or S-8 and in any successor forms, in each case, for the sale of Common Stock Units in an Underwritten Offering for its own account or that of and/or another Person, then as soon as practicable but not less than three Business Days prior to the filing of (x) any preliminary prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(b) under the Securities Act, (y) the prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(b) under the Securities Act (if no preliminary prospectus supplement is used) or both(z) such registration statement (only in respect of clause (iii) above for purposes of this clause (z)), as the case may be, then the Company Atlas Energy shall give prompt written notice (including, but not limited to, notification by electronic mail) of its intention to effect such registration at least five Business Days before the proposed date of filing of the applicable Registration Statement or prospectus supplement, or at least two Business Days in connection with any overnight or bought Underwritten Offering, Offering to the Holders and such notice shall (A) describe the intended method(s) of distribution, and the name of the proposed Managing Underwriter or Underwriters, if any, in such offering and (B) offer the Holders the opportunity to include in such registration statement, prospectus supplement or Underwritten Offering, as the case may be, Offering such number of Registrable Securities Common Units (the “Included Registrable Securities”) as the Holders each such Holder may request in writing (such request may include the Registrable Securities to be included on behalf of any other Holder, as specified by the Holders)writing; provided, however, that if the Company Atlas Energy has been advised by the Managing Underwriter of any such Underwritten Offering that the inclusion of all Registrable Securities that for sale for the Selling benefit of the Holders intend to include in such offering exceeds the number that can be sold in such offering without being likely to will have an a material adverse effect on the price, timing or distribution of the Common Stock Units in the Underwritten Offering, then (x) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter without having such adverse effect, the Company shall not be required to offer such opportunity to the Holders or (y) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter without having such adverse effect, then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.02(b) or in such other manner as such Selling Holders may agreeof this Agreement. Any The notice required to be provided in this Section 2.02(a) to the Holders shall be provided on a Business Day pursuant to Section 3.01 hereof and receipt of such notice shall be confirmed by the Holderssuch Holder. Holders Each such Holder shall then have two three Business Days (or one Business Day in connection with any overnight or bought Underwritten Offering) after receiving such notice has been delivered to request in writing the inclusion of Registrable Securities in the Underwritten Offering. If no written request for inclusion from Holders a Holder is received within the specified time, each such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, the Company Atlas Energy shall determine for any reason not to undertake or to delay such Underwritten Offering, the Company Atlas Energy may, at its election, give written notice of such determination to the Selling Holders and, (1x) 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 (2y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities as part of such Underwritten Offering for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in such Underwritten Offering offering by giving written notice to the Company Atlas Energy of such withdrawal at least one Business Day before up to and including the time of pricing of such Underwritten Offeringoffering. Holders 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 Average Purchase Price. Notwithstanding the foregoing, any Holder may deliver written notice (an “Opt-Opt Out Notice”) to the Company Atlas Energy requesting that such Holder not receive notice from the Company Atlas Energy of any proposed Underwritten Offering; provided, however, that such Holder may later revoke any such Opt-Out Notice in writing prior to five Business Day before the time of pricing of such underwritten offering. Following receipt of an Opt-Out Notice from a Holder (unless subsequently revoked), the Company shall not be required to deliver any notice to such Holder pursuant to this Section 2.02(a) and such Holder (unless such Holder’s Opt-Out Notice is subsequently revoked) shall no longer be entitled to participate in Underwritten Offerings by the Company pursuant to this Section 2.02(a)notice.

Participation. So long as a Holder has Registrable Securities, if If the Company Partnership proposes to file (i) a shelf registration statement other than a Registration Statement contemplated by Section 2.01 and other than a registration statement on Forms S-4 or S-8 and any successor forms, (ii) a prospectus supplement to an effective shelf registration statement relating to the sale of equity securities of the Company, other than a Shelf Registration Statement contemplated by Section 2.01 and Holders may be included in the offering to which such prospectus supplement relates without the filing of a post-effective amendment thereto, or (iii) a registration statement, other than a shelf registration statement, and other than a registration statement on Forms S-4 or S-8 and any successor formsto such Shelf Registration Statement, in each case, for the sale of Common Stock Units in an Underwritten Offering for its own account or that of and/or another Person, or boththen as soon as practicable following the engagement of counsel by the Partnership to prepare the documents to be used in connection with such Underwritten Offering, then the Company Partnership shall give prompt written notice (including notification by electronic mail) of its intention such proposed Underwritten Offering to effect such registration each Holder holding at least five Business Days before the proposed date of filing percent (5%) of the applicable Registration Statement or prospectus supplement, or at least two Business Days in connection with any overnight or bought Underwritten Offering, to the Holders then-outstanding Registrable Securities and such notice shall (A) describe the intended method(s) of distribution, and the name of the proposed Managing Underwriter or Underwriters, if any, in offer such offering and (B) offer the Holders the opportunity to include in such registration statement, prospectus supplement or Underwritten Offering, as the case may be, Offering such number of Registrable Securities (the “Included Registrable Securities”) as the Holders each such Holder may request in writing (such request may include the Registrable Securities to be included on behalf of any other Holder, as specified by the Holders)writing; provided, however, that if the Company Partnership has been advised by the Managing Underwriter of any such Underwritten Offering Underwriter(s) that the inclusion of all Registrable Securities that for sale for the Selling benefit of the Holders intend to include in such offering exceeds the number that can be sold in such offering without being likely to will have an adverse effect on the price, timing or distribution of the Common Stock Units in the Underwritten Offering, then (xA) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter without having such adverse effectUnderwriter(s), the Company Partnership shall not be required to offer such opportunity to the Holders or (yB) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter without having such adverse effectUnderwriter(s), then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.02(b) or 2.03(b). Subject to Section 2.03(b), the Partnership shall include in such other manner as such Selling Holders may agree. Any notice required Underwritten Offering all included Registrable Securities with respect to be provided in this Section 2.02(awhich the Partnership has received requests within two (2) to the Holders shall be provided on a Business Day and receipt of such notice shall be confirmed by the Holders. Holders shall then have two Business Days (or one (1) Business Day in connection with any overnight a “bought deal” or bought an “overnight” Underwritten Offering) after the 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 Holders a Holder is received within the specified time, each such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, the Company Partnership shall determine for any reason not to undertake or to delay such Underwritten Offering, the Company Partnership may, at its election, give written notice of such determination to the Selling Holders and, (1x) 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 (2y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities as part of such Underwritten Offering for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in such Underwritten Offering by giving written notice to the Company Partnership of such withdrawal at least one Business Day before or prior to the time of pricing of such Underwritten Offering. Holders may deliver written notice (an “Opt-Out Notice”) to the Company requesting that such Holder not receive notice from the Company of any proposed Underwritten Offering; provided, however, that such Holder may later revoke any such Opt-Out Notice in writing prior to five Business Day before the time of pricing of such underwritten offering. Following receipt of an Opt-Out Notice from a Holder (unless subsequently revoked), the Company shall not be required to deliver any notice to such Holder pursuant to this Section 2.02(a) and such Holder (unless such Holder’s Opt-Out Notice is subsequently revoked) shall no longer be entitled to participate in Underwritten Offerings by the Company pursuant to this Section 2.02(a).

Participation. So long as a Holder has Registrable SecuritiesIf at any time following the closing of the IPO, if the Company proposes to file a Registration Statement under the Securities Act or to conduct a Public Offering with respect to any offering of its equity securities for its own account or for the account of any other Persons (other than (i) a shelf registration statement other than a Registration Statement contemplated by under Section 2.01 and other than a registration statement on Forms S-4 3.1 or S-8 and any successor forms, 3.2; (ii) a prospectus supplement Registration on Form S-4 or Form S-8 or any successor form to an effective shelf registration statement relating to the sale of equity securities of the Company, other than a Registration Statement contemplated by Section 2.01 and Holders may be included without the filing of a post-effective amendment thereto, such forms; or (iii) a registration statement, other than a shelf registration statement, Registration of securities solely relating to an offering and other than a registration statement on Forms S-4 sale to employees or S-8 and any successor forms, in each case, for the sale directors of Common Stock in an Underwritten Offering for its own account or that of another Person, or both, then the Company shall give prompt written notice or its subsidiaries or to the Manager or employees or officers of its intention the Manager pursuant to effect such registration at least any employee stock plan, equity incentive plan or other employee benefit plan arrangement), then, as soon as practicable (but in no event less than five (5) Business Days before prior to the proposed date of filing of the applicable such Registration Statement or, in the case of a Public Offering under a Shelf Registration Statement, the anticipated pricing or prospectus supplementtrade date), the Company shall give written notice (a “Piggyback Notice”) of such proposed filing or at least two Business Days in connection Public Offering to each Holder holding Registrable Securities with any overnight or bought Underwritten Offeringa Market Value of no less than $10 million, to the Holders and such notice Piggyback Notice shall (A) describe the intended method(s) of distribution, and the name of the proposed Managing Underwriter or Underwriters, if any, in offer each such offering and (B) offer the Holders Holder the opportunity to include register under such Registration Statement, or to sell in such registration statement, prospectus supplement or Underwritten Public Offering, as the case may be, such number of Registrable Securities (the “Included Registrable Securities”) as the Holders such Holder may request in writing (a “Piggyback Registration”). Subject to Section 3.3.2, the Company shall include in such request may include the Registration Statement or in such Public Offering, as applicable, all such Registrable Securities that are requested to be included on behalf therein within five (5) Business Days after the receipt by such Holder of any other Holder, as specified by the Holders)such notice; provided, however, that if the Company has been advised by the Managing Underwriter of any such Underwritten Offering that the inclusion of all Registrable Securities that the Selling Holders intend to include in such offering exceeds the number that can be sold in such offering without being likely to have an adverse effect on the price, timing or distribution of the Common Stock in the Underwritten Offering, then (x) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter without having such adverse effect, the Company shall not be required to offer such opportunity to the Holders or (y) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter without having such adverse effect, then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.02(b) or in such other manner as such Selling Holders may agree. Any notice required to be provided in this Section 2.02(a) to the Holders shall be provided on a Business Day and receipt of such notice shall be confirmed by the Holders. Holders 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 Holders is received within the specified time, each such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering register or sell any securities and prior to the closing effective date of the Registration Statement filed in connection with such Underwritten OfferingRegistration, or the pricing or trade date of a Public Offering under a Shelf Registration Statement, the Company shall determine determines for any reason not to undertake register or sell or to delay the Registration or sale of such Underwritten Offeringsecurities, the Company may, at its election, shall give written notice of such determination to the Selling Holders each applicable Holder and, thereupon, (1i) in the case of a determination not to undertake such Underwritten Offeringregister or sell, shall be relieved of its obligation to register or sell any Included Registrable Securities in connection with such terminated Underwritten OfferingRegistration or Public Offering (but not from its obligation to pay the Registration Expenses in connection therewith), and (2ii) in the case of a determination to delay such Underwritten OfferingRegistration or sale, shall be permitted to delay offering registering or selling any Included Registrable Securities as part of such Underwritten Offering for the same period as the delay in the Underwritten Offeringregistering or selling such other securities. Any Selling applicable Holder shall have the right to withdraw such Selling Holder’s all or part of its request for inclusion of such Selling Holder’s its Registrable Securities in such Underwritten Offering a Piggyback Registration by giving written notice to the Company of such withdrawal at least one Business Day before the time of pricing of such Underwritten Offering. Holders may deliver written notice (an “Opt-Out Notice”) its request to the Company requesting that such Holder not receive notice from the Company of any proposed Underwritten Offering; provided, however, that such Holder may later revoke any such Opt-Out Notice in writing prior to five Business Day before the time of pricing of such underwritten offering. Following receipt of an Opt-Out Notice from a Holder (unless subsequently revoked), the Company shall not be required to deliver any notice to such Holder pursuant to this Section 2.02(a) and such Holder (unless such Holder’s Opt-Out Notice is subsequently revoked) shall no longer be entitled to participate in Underwritten Offerings by the Company pursuant to this Section 2.02(a)withdraw.

Participation. So long Except as a Holder has Registrable Securitiesprovided in Section 2.02(b), if at any time during the Company Effectiveness Period, Parent proposes to file (i) a shelf registration statement other than a the Shelf Registration Statement contemplated by Section 2.01 (in which event Parent covenants and other than agrees to include thereon a registration statement on Forms S-4 or S-8 and any successor formsdescription of the transaction under which the Holders acquired the Registrable Securities), (ii) a prospectus supplement to an effective shelf registration statement relating to the sale of equity securities of the Companystatement, other than a the Shelf Registration Statement contemplated by Section 2.01 2.01(a) of this Agreement, and Holders may could be included without the filing of a post-effective amendment theretothereto (other than a post-effective amendment that is immediately effective), or (iii) a registration statement, other than a shelf registration statement, and other than a registration statement on Forms S-4 in the case of each of clause (i), (ii) or S-8 and any successor forms, in each case(iii), for the sale of Class A Common Stock in an Underwritten Offering or Overnight Underwritten Offering for its own account or that and/or the account of another Person, then as soon as practicable but not less than ten Business Days (or bothone 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 (other than a Shelf Registration Statement), as the case may be (an “Underwritten Offering Filing”), then the Company Parent shall give prompt written notice (including, but not limited to, notification by electronic mail) of its intention to effect such registration at least five Business Days before the proposed date of filing of the applicable Registration Statement or prospectus supplement, or at least two Business Days in connection with any overnight or bought Underwritten Offering (a “Piggyback Offering, ”) to the Holders and such notice shall (A) describe the intended method(s) of distribution, and the name of the proposed Managing Underwriter or Underwriters, if any, in such offering and (B) offer the Holders the opportunity to include in such registration statement, prospectus supplement or Underwritten Offering, as the case may be, Offering such number of Registrable Securities shares of Class A Common Stock (the “Included Registrable Securities”) as the Holders each such Holder may request in writing (such request may include the Registrable Securities to be included on behalf of any other Holder, as specified by the Holders)writing; provided, however, that if the Company Parent has been advised by the Managing Underwriter of any such Underwritten Offering Underwriter(s) that the inclusion of all Registrable Securities that for sale for the benefit of the Selling Holders intend to include in such offering exceeds the number that can be sold in such offering without being likely to will have an a material adverse effect on the price, timing or distribution of the Class A Common Stock in the Underwritten Offering, then (x) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter without having such adverse effect, the Company shall not be required to offer such opportunity to the Holders or (y) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter without having such adverse effect, then the amount of Registrable Securities to be offered for the accounts of Selling Holders shall be determined based on the provisions of Section 2.02(b2.02(c) or in such other manner as such Selling Holders may agreeof this Agreement. Any The notice required to be provided in this Section 2.02(a) to each Holder (the Holders “Piggyback Notice”) shall be provided on a Business Day and receipt of such notice shall be confirmed by the Holderspursuant to Section 3.01 hereof. Holders Each Holder shall then have two five Business Days (or one Business Day in connection with any overnight or bought the case of an Overnight Underwritten Offering) after notice has been delivered the date on which the Holders received the Piggyback Notice to request in writing the inclusion of Registrable Securities in the Underwritten Offering. If no written request for inclusion from Holders a Holder is received within the specified timesuch period, each such Holder shall have no further right to participate in such Underwritten 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, the Company Board of Directors of Parent shall determine for any reason not to undertake or to delay such Underwritten Offering, the Company Parent may, at its election, give written notice of such determination to the Selling Holders and, and (1x) 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 (2y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities as part of such Underwritten Offering for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in such Underwritten Offering offering by giving written notice to the Company Parent of such withdrawal at least one Business Day before up to and including the time of pricing of such Underwritten Offeringoffering. Holders Notwithstanding the foregoing, any Holder may deliver written notice (an “Opt-Out Notice”) to the Company Parent requesting that such Holder not receive notice from the Company Parent of any proposed Underwritten Offering; provided, however, that such Holder may later revoke any such Opt-Out Notice in writing prior to five Business Day before the time of pricing of such underwritten offeringwriting. Following receipt of an Opt-Out Notice from a Holder (unless subsequently revoked)Holder, the Company Parent shall not be required to deliver any notice to such Holder pursuant to this Section 2.02(a) and such Holder (), unless such Holder’s Opt-Out Notice is subsequently revokedrevoked by such Holder. Notwithstanding anything contained herein to the contrary, Parent hereby agrees that (i) shall no longer be entitled to participate in Underwritten Offerings by the Company any shelf registration statement which includes Registrable Securities pursuant to this Section 2.02(a)) shall contain all language (including on the prospectus cover sheet, the principal stockholders’ table and the plan of distribution) as may be reasonably requested by such Holder to allow for a Member Distribution and (ii) Parent shall, at the reasonable request of the Holder seeking to effect a Member Distribution, file any prospectus supplement or post-effective amendments and otherwise take any action reasonably necessary to include such language, if such language was not included in the initial registration statement, or revise such language if deemed reasonably necessary by such Holder to effect such Member Distribution.

Participation. So long as a Holder has Registrable Securities, if If the Company at any time proposes to file a Registration Statement under the Securities Act or to conduct a Public Offering under an effective Shelf Registration Statement with respect to any offering of its equity securities for its own account or for the account of any other Persons (other than (i) a shelf registration statement other than a Registration Statement contemplated by Section 2.01 and other than a registration statement on Forms S-4 under Sections 3.1 or S-8 and any successor forms3.2, (ii) a prospectus supplement Registration on Form S-4 or Form S-8 or any successor form to an effective shelf registration statement relating to the sale of equity securities of the Company, other than a Registration Statement contemplated by Section 2.01 and Holders may be included without the filing of a post-effective amendment thereto, such forms or (iii) a registration statement, other than a shelf registration statement, Registration of securities solely relating to an offering and other than a registration statement on Forms S-4 sale to employees or S-8 and any successor forms, in each case, for the sale directors of Common Stock in an Underwritten Offering for its own account or that of another Person, or both, then the Company shall give prompt written notice of or its intention subsidiaries pursuant to effect such registration at least five any employee stock plan or other employee benefit plan arrangement), then, as soon as practicable (but in no event less than ten (10) Business Days before prior to the proposed date of filing of the applicable such Registration Statement or, in the case of a Public Offering under a Shelf Registration Statement, the anticipated pricing or prospectus supplementtrade date), the Company shall give written notice (a “Piggyback Notice”) of such proposed filing or at least two Business Days in connection with any overnight or bought Underwritten Offering, Public Offering to the Holders Investors, and such notice Piggyback Notice shall (A) describe the intended method(s) of distribution, and the name of the proposed Managing Underwriter or Underwriters, if any, in such offering and (B) offer the Holders Investors the opportunity to include in register under such registration statement, prospectus supplement or Underwritten Offering, as the case may be, Registration Statement such number of Registrable Securities (the “Included Registrable Securities”) as the Holders Investors may request in writing (writing, or to sell in such request may include the Public Offering up to such number of Registrable Securities that are included in the Shelf Registration Statement for such Public Offering or under a Shelf Registration Statement filed pursuant to Section 3.2, (a “Piggyback Registration”). The Investors must notify the Company of the number of Registrable Securities that they are requesting to be included on behalf in the Registration Statement within five (5) Business Days after receipt by the Investor of the Piggyback Notice. Subject to Section 3.3.2, the Company shall include in such Registration Statement or in such Public Offering as applicable, all such Registrable Securities that are requested to be included therein within five (5) Business Days after receipt by the Investor of any other Holder, as specified by the Holders)such Piggyback Notice; provided, however, that if the Company has been advised by the Managing Underwriter of any such Underwritten Offering that the inclusion of all Registrable Securities that the Selling Holders intend to include in such offering exceeds the number that can be sold in such offering without being likely to have an adverse effect on the price, timing or distribution of the Common Stock in the Underwritten Offering, then (x) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter without having such adverse effect, the Company shall not be required to offer such opportunity to the Holders or (y) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter without having such adverse effect, then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.02(b) or in such other manner as such Selling Holders may agree. Any notice required to be provided in this Section 2.02(a) to the Holders shall be provided on a Business Day and receipt of such notice shall be confirmed by the Holders. Holders 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 Holders is received within the specified time, each such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering register or sell any securities and prior to the closing effective date of the Registration Statement filed in connection with such Underwritten OfferingRegistration, or the pricing or trade date of a Public Offering under a Shelf Registration Statement, the Company shall determine determines for any reason not to undertake register or sell or to delay the Registration or sale of such Underwritten Offeringsecurities, the Company may, at its election, shall give written notice of such determination to the Selling Holders Investors and, thereupon, (1i) in the case of a determination not to undertake such Underwritten Offeringregister or sell, shall be relieved of its obligation to register or sell any Included Registrable Securities in connection with such terminated Registration or Public Offering (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of any Investor to request that such Registration or sale be effected as a Demand Registration under Section 3.1 or an Underwritten OfferingShelf Takedown under Section 3.2, as the case may be, and (2ii) in the case of a determination to delay such Registration or sale, in the absence of a request for a Demand Registration or an Underwritten OfferingShelf Takedown, as the case may be, shall be permitted to delay offering registering or selling any Included Registrable Securities as part of such Underwritten Offering Securities, for the same period as the delay in registering or selling such other securities as reasonably determined by the Underwritten OfferingCompany. Any Selling Holder The Investors shall have the right to withdraw such Selling Holder’s all or part of their request for inclusion of such Selling Holder’s its Registrable Securities in such Underwritten Offering a Piggyback Registration by giving written notice to the Company of such withdrawal at least one Business Day before the time of pricing of such Underwritten Offering. Holders may deliver written notice (an “Opt-Out Notice”) its request to the Company requesting that such Holder not receive notice from the Company of any proposed Underwritten Offering; provided, however, that such Holder may later revoke any such Opt-Out Notice in writing prior to five Business Day before the time of pricing of such underwritten offering. Following receipt of an Opt-Out Notice from a Holder (unless subsequently revoked), the Company shall not be required to deliver any notice to such Holder pursuant to this Section 2.02(a) and such Holder (unless such Holder’s Opt-Out Notice is subsequently revoked) shall no longer be entitled to participate in Underwritten Offerings by the Company pursuant to this Section 2.02(a)withdraw.

Participation. So long as a Holder has Registrable Securities, if If the Company Partnership proposes to file (i) a shelf registration statement other than a the Registration Statement contemplated by Section 2.01 and other than a registration statement on Forms S-4 or S-8 and any successor forms2.01(a), (ii) a prospectus supplement to an effective shelf registration statement relating to the sale of equity securities of the Companystatement, other than a the Registration Statement contemplated by Section 2.01 2.01(a) of this Agreement and Holders may be included without the filing of a post-effective amendment thereto, or (iii) a registration statement, other than a shelf registration statement, and other than a registration statement on Forms S-4 or S-8 and any successor forms, in each case, for the sale of Common Stock Units in an Underwritten Offering for its own account or that of and/or another Person, or both, then as soon as practicable following the Company shall give prompt written notice engagement of its intention counsel by the Partnership to effect such registration at least five Business Days before prepare the proposed date of filing of the applicable Registration Statement or prospectus supplement, or at least two Business Days documents to be used in connection with any overnight or bought an Underwritten Offering, the Partnership shall give notice (including, but not limited to, notification by electronic mail) of such proposed Underwritten Offering to each Holder (together with its Affiliates) holding at least $15 million of the Holders then-outstanding Registrable Securities (based on the Common Unit Price) and such notice shall (A) describe the intended method(s) of distribution, and the name of the proposed Managing Underwriter or Underwriters, if any, in offer such offering and (B) offer the Holders the opportunity to include in such registration statement, prospectus supplement or Underwritten Offering, as the case may be, Offering such number of Registrable Securities (the “Included Registrable Securities”) as the Holders each such Holder may request in writing (such request may include the Registrable Securities to be included on behalf of any other Holder, as specified by the Holders)writing; provided, however, that if the Company Partnership has been advised by the Managing Underwriter of any such Underwritten Offering that the inclusion of all Registrable Securities that for sale for the Selling benefit of the Holders intend to include in such offering exceeds the number that can be sold in such offering without being likely to will have an adverse effect on the price, timing or distribution of the Common Stock Units in the Underwritten Offering, then (xA) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter without having such adverse effectUnderwriter, the Company Partnership shall not be required to offer such opportunity to the Holders or (yB) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter without having such adverse effectUnderwriter, then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.02(b) or in such other manner as such Selling Holders may agree). Any notice required to be provided in this Section 2.02(a) to the Holders shall be provided on a Business Day pursuant to Section 3.01 hereof and receipt of such notice shall be confirmed and kept confidential by the HoldersHolder 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. Holders Each such Holder 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 Holders a Holder is received within the specified time, each such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, the Company Partnership shall determine for any reason not to undertake or to delay such Underwritten Offering, the Company Partnership may, at its election, give written notice of such determination to the Selling Holders and, (1x) 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 (2y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities as part of such Underwritten Offering for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in such Underwritten Offering by giving written notice to the Company Partnership of such withdrawal at least one Business Day before or prior to the time of pricing of such Underwritten Offering. Holders Any Holder may deliver written notice (an “Opt-Out Notice”) to the Company Partnership requesting that such Holder not receive notice from the Company Partnership of any proposed Underwritten Offering; provided, however, that such Holder may later revoke any such Opt-Out Notice in writing prior to five Business Day before the time of pricing of such underwritten offeringwriting. Following receipt of an Opt-Out Notice from a Holder (unless subsequently revoked), the Company Partnership shall not be required to deliver any notice to such Holder pursuant to this Section 2.02(a) and such Holder (unless such Holder’s Opt-Out Notice is subsequently revoked) shall no longer be entitled to participate in Underwritten Offerings by the Company Partnership pursuant to this Section 2.02(a). The Holders indicated on Schedule A hereto as having opted out shall each be deemed to have delivered an Opt-Out Notice as of the date hereof.

Participation. So long as a Holder has Registrable Securities, if If the Company Corporation at any time proposes to file a Registration Statement under the Securities Act or to conduct a Public Offering with respect to any offering of its equity securities for its own account or for the account of any other Persons (other than (i) a shelf registration statement other than a Registration Statement contemplated by Section 2.01 and other than a registration statement on Forms S-4 under Sections 3.1 or S-8 and any successor forms3.2, (ii) a prospectus supplement Registration on Form S-4 or Form S-8 or any successor form to an effective shelf registration statement relating to the sale of equity securities of the Companysuch forms, other than a Registration Statement contemplated by Section 2.01 and Holders may be included without the filing of a post-effective amendment thereto, or (iii) a registration statementRegistration of securities solely relating to an offering and sale to employees or directors of the Corporation or its subsidiaries pursuant to any employee stock plan, employee stock purchase plan, or other than employee benefit plan arrangement, (iv) a shelf registration statement, and other than a registration statement on Forms S-4 or S-8 and any successor forms, in each case, Registration solely for the sale registration of Common Stock in an Underwritten Offering for its own account securities issuable upon the conversion, exchange or that exercise of another Person, any then outstanding security of the Corporation or both(v) a Registration relating to a dividend reinvestment plan), then the Company shall give prompt written notice of its intention to effect such registration at least five as soon as practicable (but in no event less than 10 Business Days before prior to the proposed date of filing of the applicable such Registration Statement or, in the case of a Public Offering under a Shelf Registration Statement, the anticipated pricing or prospectus supplementtrade date), the Corporation shall give written notice (a “Piggyback Notice”) of such proposed filing or at least two Business Days in connection with any overnight or bought Underwritten OfferingPublic Offering to all Holders, to the Holders and such notice Piggyback Notice shall (A) describe the intended method(s) of distribution, and the name of the proposed Managing Underwriter or Underwriters, if any, in such offering and (B) offer the Holders the opportunity to include register under such Registration Statement, or to sell in such registration statement, prospectus supplement or Underwritten Public Offering, as the case may be, such number of Registrable Securities (the “Included Registrable Securities”) as the Holders each such Holder may request in writing (such request may include the a “Piggyback Registration”). The Corporation shall not be required to provide a Piggyback Notice to Holders of any Registrable Securities that are already registered pursuant to an effective Registration Statement. Subject to Section 3.3(b), the Corporation shall include in such Registration Statement or in such Public Offering as applicable, all such Registrable Securities that are requested to be included on behalf therein within five Business Days after the receipt by such Holder of any other Holder, as specified by the Holders)such notice; provided, however, that if the Company has been advised by the Managing Underwriter of any such Underwritten Offering that the inclusion of all Registrable Securities that the Selling Holders intend to include in such offering exceeds the number that can be sold in such offering without being likely to have an adverse effect on the price, timing or distribution of the Common Stock in the Underwritten Offering, then (x) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter without having such adverse effect, the Company shall not be required to offer such opportunity to the Holders or (y) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter without having such adverse effect, then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.02(b) or in such other manner as such Selling Holders may agree. Any notice required to be provided in this Section 2.02(a) to the Holders shall be provided on a Business Day and receipt of such notice shall be confirmed by the Holders. Holders 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 Holders is received within the specified time, each such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering register or sell any securities and prior to the closing effective date of the Registration Statement filed in connection with such Underwritten OfferingRegistration, or the pricing or trade date of a Public Offering under a Shelf Registration Statement, the Company shall determine Corporation determines for any reason not to undertake register or sell or to delay Registration or the sale of such Underwritten Offeringsecurities, the Company may, at its election, Corporation shall give written notice of such determination to the Selling Holders each Holder and, thereupon, (1i) in the case of a determination not to undertake such Underwritten Offeringregister or sell, shall be relieved of its obligation to register or sell any Included Registrable Securities in connection with such terminated Registration or Public Offering (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of any Holders entitled to request that such Registration or sale be effected as a Demand Registration under Section 3.1 or an Underwritten OfferingShelf Takedown, as the case may be, and (2ii) in the case of a determination to delay such Registration or sale, in the absence of a request for a Demand Registration or an Underwritten OfferingShelf Takedown, as the case may be, shall also be permitted to delay offering registering or selling any Included Registrable Securities as part of such Underwritten Offering for the same period as the delay in the Underwritten OfferingSecurities. Any Selling Holder shall have the right to withdraw such Selling Holder’s all or part of its request for inclusion of such Selling Holder’s its Registrable Securities in such Underwritten Offering a Piggyback Registration by giving written notice to the Company Corporation of such withdrawal at least one Business Day before the time of pricing of such Underwritten Offering. Holders may deliver written notice (an “Opt-Out Notice”) its request to the Company requesting that such Holder not receive notice from the Company of any proposed Underwritten Offering; provided, however, that such Holder may later revoke any such Opt-Out Notice in writing withdraw prior to five Business Day before such Registration the time of pricing of securities being registered in such underwritten offering. Following receipt of an Opt-Out Notice from a Holder (unless subsequently revoked), the Company shall not be required to deliver any notice to such Holder pursuant to this Section 2.02(a) and such Holder (unless such Holder’s Opt-Out Notice is subsequently revoked) shall no longer be entitled to participate in Underwritten Offerings by the Company pursuant to this Section 2.02(a)Piggyback Registration.

Participation. So long as a Holder has Registrable SecuritiesIf, if following the expiration of the Standstill Period, the Company at any time proposes to file sell in an underwritten Public Offering (i) including, for the avoidance of doubt, a shelf registration statement other than a Registration Statement contemplated by Section 2.01 and other than a registration statement on Forms S-4 or S-8 and any successor forms, (ii) “take-down” pursuant to a prospectus supplement to an effective shelf registration statement relating to the sale of equity securities of the Company, other than statement) or file a Registration Statement contemplated by with respect to any offering of its Common Stock for its own account or for the account of any other Persons (other than (i) a Registration Statement under Section 2.01 and 2 or 3 (it being understood that this clause (i) does not limit the rights of Holders may be included without the filing of to make written requests pursuant to Section 2(a)), (ii) a post-effective amendment theretoRegistration Statement on Form S-4 or Form S-8 or any successor form to such forms, or (iii) a registration statement, other than a shelf registration statement, and other than a registration statement on Forms S-4 or S-8 and any successor forms, in each case, for the sale of Common Stock solely relating to an offering and sale to employees or directors of the Company pursuant to any employee share plan or other employee benefit plan arrangement, or (iv) a registration in an Underwritten Offering for connection with a direct or indirect acquisition by the Company or one of its own account or that Subsidiaries of another PersonPerson or a similar business combination transaction, however structured) then, as soon as practicable (but in no event less than ten (10) calendar days prior to the proposed date of the launch of the underwritten Public Offering or boththe filing of such Registration Statement, then as applicable), the Company shall give prompt written notice of its intention to effect such registration at least five Business Days before the proposed date of offering or filing of the applicable Registration Statement or prospectus supplement, or at least two Business Days in connection with any overnight or bought Underwritten Offering, to the Holders Holders, and such notice shall (A) describe the intended method(s) of distribution, and the name of the proposed Managing Underwriter or Underwriters, if any, in such offering and (B) offer the Holders the opportunity to register under such Registration Statement or include in such registration statement, prospectus supplement or Underwritten Offering, as the case may be, underwritten Public Offering such number of Registrable Securities (the “Included Registrable Securities”) as the Holders each such Holder may request in writing (such request may include the Registrable Securities a “Piggyback Registration”). Subject to be included on behalf of any other Holder, as specified by the HoldersSection 4(b) and Section 4(c); provided, however, that if the Company has been advised by the Managing Underwriter of any such Underwritten Offering that the inclusion of all Registrable Securities that the Selling Holders intend to include in such offering exceeds the number that can be sold in such offering without being likely to have an adverse effect on the price, timing or distribution of the Common Stock in the Underwritten Offering, then (x) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter without having such adverse effect, the Company shall not be required to offer include in such opportunity to the Holders Registration Statement or (y) if any underwritten Public Offering all such Registrable Securities can that are requested to be included in therein within five (5) calendar days after the Underwritten Offering in the opinion receipt by such Holders of the Managing Underwriter without having any such adverse effectnotice; provided, then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.02(b) or in such other manner as such Selling Holders may agree. Any notice required to be provided in this Section 2.02(a) to the Holders shall be provided on a Business Day and receipt of such notice shall be confirmed by the Holders. Holders 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 Holders is received within the specified time, each such Holder shall have no further right to participate in such Underwritten Offering. If, that if at any time after giving written notice of its intention to undertake sell any Common Stock in an Underwritten underwritten Public Offering and prior to the closing launch date, or to register any Common Stock and prior to the effective date of the Registration Statement filed in connection with such Underwritten Offeringregistration, the Company shall determine for any reason not to undertake sell or register or to delay such Underwritten Offeringsale or registration, the Company may, at its election, shall give written notice of such determination to the Selling Holders each Holder and, thereupon, (1A) in the case of a determination not to undertake such Underwritten Offeringsell or register, shall be relieved of its obligation to sell register any Included Registrable Securities in connection with such terminated sale or registration (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of the Holders to request that such registration be effected as a Demand Registration (subject to the provisions governing withdrawal set forth in Section 2(b)) or, if applicable, a Shelf Offering Request and any Underwritten OfferingShelf Takedown related thereto (subject to the provisions governing withdrawal set forth in Section 3(e)(i)), and (2B) in the case of a determination to delay such selling or registering, in the absence of a request for a Demand Registration, Shelf Offering Request or Underwritten OfferingShelf Takedown, shall be permitted to delay offering selling or registering any Included Registrable Securities as part of such Underwritten Offering Securities, for the same period as the delay in registering such other Common Stock; provided, that if such registration or sale involves an underwritten Public Offering, all such Holders requesting to be included in the Underwritten Offering. Any Selling Holder shall have the right to withdraw such Selling HolderCompany’s request for inclusion of such Selling Holder’s registration or sale must sell their Registrable Securities to the underwriters selected as provided in Section 7(j) on the same terms and conditions as apply to the Company or the other Person requesting such registration or sale, as applicable, with, in the case of a combined primary and secondary offering, such differences, including any with respect to representations and warranties and indemnification, as may be customary or appropriate in combined primary and secondary offerings, and the Company shall make arrangements with the managing underwriter so that each such Holder may participate in such Underwritten Offering by giving written notice to the Company of such withdrawal at least one Business Day before the time of pricing of such Underwritten Offering. Holders may deliver written notice (an “Opt-Out Notice”) to the Company requesting that such Holder not receive notice from the Company of any proposed Underwritten Offering; provided, however, that such Holder may later revoke any such Opt-Out Notice in writing prior to five Business Day before the time of pricing of such underwritten offering. Following receipt of an Opt-Out Notice from a Holder (unless subsequently revoked), the Company shall not be required to deliver any notice to such Holder pursuant to this Section 2.02(a) and such Holder (unless such Holder’s Opt-Out Notice is subsequently revoked) shall no longer be entitled to participate in Underwritten Offerings by the Company pursuant to this Section 2.02(a).

Participation. So long as a Holder has Registrable SecuritiesIf at any time during the Shelf Period, if the Company proposes to file (i) a shelf registration statement other than a the Shelf Registration Statement contemplated by Section 2.01 (in which event the Company covenants and other than agrees to include thereon a registration statement on Forms S-4 or S-8 and any successor formsdescription of the transaction under which Navy acquired the Registrable Securities), (ii) a prospectus Prospectus supplement to an effective shelf registration statement relating to the sale of equity securities of the Companystatement, other than a any Shelf Registration Statement contemplated by Section 2.01 2.01(a) of this Agreement, and Holders may could be included without the filing of a post-effective amendment theretothereto (other than a post-effective amendment that is immediately effective), or (iii) a registration statement, other than a shelf registration statement, and other than a registration statement on Forms S-4 in the case of each of clause (i), (ii) or S-8 and any successor forms, in each case(iii), for the sale of Common Stock Company Shares in an Underwritten Offering for its own account and/or another Person (a “Company Public Sale”), then, as soon as practicable, but not less than five Business Days 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 that of another Person(C) such Registration Statement or immediately effective post-effective amendment, or bothas the case may be, then the Company shall give prompt written notice (including, but not limited to, notification by electronic mail) of its intention to effect such registration at least five Business Days before the proposed date of filing of the applicable Registration Statement or prospectus supplement, or at least two Business Days in connection with any overnight or bought Underwritten Offering, Offering to the Holders (the “Piggyback Notice”) and such notice shall (A) describe the intended method(s) of distribution, and the name of the proposed Managing Underwriter or Underwriters, if any, in such offering and (B) offer the Holders the opportunity to include in such registration statement, prospectus supplement or Underwritten Offering, as the case may be, Offering such number of Registrable Securities Covered Company Shares (the “Included Registrable Securities”) as the Holders each such Holder may request in writing (such request may include within three Business Days of the Registrable Securities to be included on behalf issuance of any other Holder, as specified by the Holders); provided, however, that if Piggyback Notice. If the Company has been advised in writing (including but not limited to electronic communications) by the Managing Underwriter of any such Underwritten Offering or Underwriters that the inclusion of all Registrable Securities that for sale for the Selling benefit of the Holders intend to include in such offering exceeds the number that can be sold in such offering without being likely to will have an a significant adverse effect on the price, timing or distribution of the Common Stock in the Underwritten Offering, then (x) if no Registrable Securities can be included Company Shares in the Underwritten Offering in or the opinion of the Managing Underwriter without having such adverse effect, market for the Company shall not be required to offer such opportunity to the Holders or (y) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter without having such adverse effectShares, then the amount of Registrable Securities to be offered for the accounts of the Holders shall be determined based on the provisions of Section 2.02(b) or in such other manner as such Selling Holders may agreeof this Agreement. Any notice The Piggyback Notice required to be provided in this Section 2.02(a) to the Holders shall be provided on a Business Day and receipt of such notice shall be confirmed by the Holders. Holders shall then have two Business Days (or one Business Day in connection with any overnight or bought Underwritten Offering) after notice has been delivered pursuant to request in writing the inclusion of Registrable Securities in the Underwritten OfferingSection 3.04 hereof. If no written request for inclusion from Holders a Holder is received within the specified time, each such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, the Company shall determine for any reason not to undertake or to delay such Underwritten Offering, the Company may, at its election, give written notice of such determination to the Selling Holders and, (1x) 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 (2y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities as part of such Underwritten Offering for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to withdraw such Selling Holder’s request for inclusion of such Selling Holder’s its Registrable Securities in such Underwritten Offering offering by giving written notice to the Company of such withdrawal at least one Business Day before up to and including the time of pricing of such Underwritten Offering. Holders may deliver written notice (an “Opt-Out Notice”) to the Company requesting that such Holder not receive notice from the Company of any proposed Underwritten Offering; provided, however, that such Holder may later revoke any such Opt-Out Notice in writing prior to five Business Day before the time of pricing of such underwritten offering. Following receipt of an Opt-Out Notice from a Holder (unless subsequently revoked), the Company shall not be required to deliver any notice to such Holder pursuant to Each Holder’s rights under this Section 2.02(a) and shall terminate when such Holder (unless together with any Affiliates of such Holder’s Opt-Out Notice ) 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 subsequently revoked) shall no longer be entitled to participate in Underwritten Offerings by the Company pursuant to this Section 2.02(a)made.

Participation. So long as a Holder has Registrable Securities, if If the Company Partnership proposes to file (i) a shelf registration statement other than a the Registration Statement contemplated by Section 2.01 and other than a registration statement on Forms S-4 or S-8 and any successor forms2.01(a), (ii) a prospectus supplement to an effective shelf registration statement relating to the sale of equity securities of the Companystatement, other than a the Registration Statement contemplated by Section 2.01 2.01(a) of this Agreement and Holders may be included without the filing of a post-effective amendment thereto, or (iii) a registration statement, other than a shelf registration statement, and other than a registration statement on Forms S-4 or S-8 and any successor forms, in each case, for the sale of Common Stock Units in an Underwritten Offering for its own account or that of and/or another Person, or both, then as soon as practicable following the Company shall give prompt written notice engagement of its intention counsel by the Partnership to effect such registration at least five Business Days before prepare the proposed date of filing of the applicable Registration Statement or prospectus supplement, or at least two Business Days documents to be used in connection with any overnight or bought an Underwritten Offering, the Partnership shall give notice (including, but not limited to, notification by electronic mail) of such proposed Underwritten Offering to each Holder (together with its Affiliates) holding at least $15 million of the Holders then-outstanding Registrable Securities (based on the Common Unit Price) and such notice shall (A) describe the intended method(s) of distribution, and the name of the proposed Managing Underwriter or Underwriters, if any, in offer such offering and (B) offer the Holders the opportunity to include in such registration statement, prospectus supplement or Underwritten Offering, as the case may be, Offering such number of Registrable Securities (the “Included Registrable Securities”) as the Holders each such Holder may request in writing (such request may include the Registrable Securities to be included on behalf of any other Holder, as specified by the Holders)writing; provided, however, that if the Company Partnership has been advised by the Managing Underwriter of any such Underwritten Offering that the inclusion of all Registrable Securities that for sale for the Selling benefit of the Holders intend to include in such offering exceeds the number that can be sold in such offering without being likely to will have an adverse effect on the price, timing or distribution of the Common Stock Units in the Underwritten Offering, then (xA) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter without having such adverse effectUnderwriter, the Company Partnership shall not be required to offer such opportunity to the Holders or (yB) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter without having such adverse effectUnderwriter, then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.02(b) or in such other manner as such Selling Holders may agree). Any notice required to be provided in this Section 2.02(a) to the Holders shall be provided on a Business Day pursuant to Section 3.01 hereof and receipt of such notice shall be confirmed by the HoldersHolder. Holders Each such Holder 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 Holders a Holder is received within the specified time, each such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, the Company Partnership shall determine for any reason not to undertake or to delay such Underwritten Offering, the Company Partnership may, at its election, give written notice of such determination to the Selling Holders and, (1x) 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 (2y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities as part of such Underwritten Offering for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in such Underwritten Offering by giving written notice to the Company Partnership of such withdrawal at least one Business Day before or prior to the time of pricing of such Underwritten Offering. Holders Any Holder may deliver written notice (an “Opt-Out Notice”) to the Company Partnership requesting that such Holder not receive notice from the Company Partnership of any proposed Underwritten Offering; provided, however, that such Holder may later revoke any such Opt-Out Notice in writing prior to five Business Day before the time of pricing of such underwritten offeringwriting. Following receipt of an Opt-Out Notice from a Holder (unless subsequently revoked), the Company Partnership shall not be required to deliver any notice to such Holder pursuant to this Section 2.02(a) and such Holder (unless such Holder’s Opt-Out Notice is subsequently revoked) shall no longer be entitled to participate in Underwritten Offerings by the Company Partnership pursuant to this Section 2.02(a). The Holders indicated on Schedule A hereto as having opted out shall each be deemed to have delivered an Opt-Out Notice as of the date hereof.

Participation. So long as a Holder has Registrable Securities, if If at any time the Company proposes to file (i) at a shelf time when the Company is not a WKSI, a registration statement other than and such Holder has not previously included its Registrable Securities in a Shelf Registration Statement contemplated by Section 2.01 and other than a registration statement on Forms S-4 2.1(a) of this Agreement that is currently effective, or S-8 and any successor forms, (ii) a prospectus supplement to an effective “automatic shelf registration statement relating to statement” (as defined in Rule 405 under the sale of equity securities of Securities Act), so long as the CompanyCompany is a WKSI at such time or, other than whether or not the Company is a WKSI, so long as the Registrable Securities were previously included in the underlying Shelf Registration Statement contemplated by Section 2.01 and or are included in an effective Shelf Registration Statement, or in any case in which Holders may be included participate in such offering without the filing of a post-effective amendment thereto, or (iii) a registration statement, other than a shelf registration statement, and other than a registration statement on Forms S-4 or S-8 and any successor formsamendment, in each case, for the sale of Common Stock in an Underwritten Offering for its own account or that of and/or another Person, other than (a) a registration relating solely to employee benefit plans, (b) a registration on a registration statement on Form S-8, (c) a registration relating solely to a Rule 145 transaction, or both(d) a registration statement on any registration form which does not permit secondary sales, then the Company shall give prompt written notice of its intention to effect such registration at least five not less than ten (10) Business Days before the advance notice (including, but not limited to, notification by e-mail; such notice, a “Piggyback Notice”) of such proposed date of filing of the applicable Registration Statement or prospectus supplementUnderwritten Offering to each Holder, or at least two Business Days in connection with any overnight or bought Underwritten Offering, to the Holders and such notice shall (A) describe offer such Holder the intended method(s) of distribution, and the name of the proposed Managing Underwriter or Underwriters, if any, opportunity to participate in such offering Underwritten Offering and (B) offer the Holders the opportunity to include in such registration statement, prospectus supplement or Underwritten Offering, as the case may be, Offering such number of Registrable Securities (the “Included Registrable Securities”) as the Holders each such Holder may request in writing (such request may include the Registrable Securities to be included on behalf of any other Holder, as specified by the Holdersa “Piggyback Registration”); provided, however, that if the Company shall not be required to include the Registrable Securities of the Holders in such Registration to the extent that the Company has been advised by the Managing Underwriter of any such Underwritten Offering that the inclusion of all Registrable Securities that for sale for the Selling benefit of the Holders intend to include in such offering exceeds the number that can be sold in such offering without being likely to and any other applicable Persons will have an adverse effect on the offering price, timing material terms or conditions, timing, or probability of success of the distribution of the Common Stock in the Underwritten Offering; and provided, then (x) if no Registrable Securities can be included in further, that to the Underwritten Offering in extent consistent with the opinion advice of the Managing Underwriter without having such adverse effect, the Company shall not be required referred to offer such opportunity to the Holders or (y) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter without having such adverse effectpreceding proviso, then the amount of Registrable Securities to be offered for the accounts of Holders (if any) shall be determined based on the provisions of Section 2.02(b) or in such other manner as such Selling Holders may agree2.2(b). Any notice required to be provided in this Section 2.02(a) to the Holders 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 confirmed by requested in the Holdersnotice. Holders shall then The Holder will have two five (5) 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 Holders a Holder is received within the specified time, each such Holder shall have no further right to participate in such Underwritten OfferingPiggyback 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, the Company shall determine for any reason not to undertake or to delay such Underwritten Offering, the Company may, at its election, give written notice of such determination to the Selling Holders and, (1x) 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 (2y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities as part of such Underwritten Offering for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in such Underwritten Offering by giving written notice to the Company of such withdrawal at least one Business Day before up to and including the time of pricing of such Underwritten Offeringoffering. Holders Any Holder may deliver written notice (an a “Piggyback Opt-Out Notice”) to the Company requesting that such Holder not receive notice from the Company of any proposed Underwritten Offering; provided, however, that such Holder may later revoke any such Piggyback Opt-Out Notice in writing prior to within five (5) Business Day before Days from the time date of pricing of such underwritten offeringthe Piggyback Opt-Out Notice. Following receipt of an a Piggyback Opt-Out Notice from a Holder (unless subsequently revoked), the Company shall not be required to deliver any notice to such Holder pursuant to this Section 2.02(a2.2(a) and such Holder (unless such Holder’s Opt-Out Notice is subsequently revoked) shall no longer be entitled to participate in Underwritten Offerings by the Company pursuant to this Section 2.02(a2.2(a), unless such Piggyback Opt-Out Notice is revoked by such Holder.

Participation. So long as a Holder has Registrable Securities, if If at any time the Company Partnership proposes to file (i) a shelf registration statement Registration Statement on behalf of itself or any other holder of Partnership securities (other than a Registration Statement contemplated by during the period from the date hereof until two years thereafter, USAC Holdings, ETP, ETE or any of their respective Affiliates), who has registration rights related to an Underwritten Offering undertaken pursuant to Section 2.01 and other than a registration statement on Forms S-4 2.03, (each such person, an “Other Holder”), or S-8 and any successor forms, (ii) a prospectus supplement to an effective shelf registration statement relating to the sale of equity securities of Common Units by the CompanyPartnership or any Other Holders to an effective “automatic” registration statement, other than so long as the Partnership is a WKSI at such time or, whether or not the Partnership is a WKSI, so long as the Common Unit Registrable Securities were previously included in the underlying shelf Registration Statement contemplated by Section 2.01 and or are included on an effective Registration Statement, or in any case in which Holders may be included participate in such offering without the filing of a post-effective amendment thereto, or (iii) a registration statement, other than a shelf registration statement, and other than a registration statement on Forms S-4 or S-8 and any successor formsamendment, in each case, for the sale of Common Stock Units by Other Holders in an Underwritten Offering for its own account or that of another Person, or bothundertaken pursuant to Section 2.03, then the Company Partnership shall give prompt written not less than four Business Days’ notice (including notification by electronic mail) (the “Piggyback Notice”) of such proposed Underwritten Offering to each Holder (together with its intention to effect such registration at least five Business Days before the proposed date of filing of the applicable Registration Statement or prospectus supplement, or at least two Business Days in connection with any overnight or bought Underwritten Offering, to the Holders Affiliates) owning Registrable Securities and such notice Piggyback Notice shall (A) describe the intended method(s) of distribution, and the name of the proposed Managing Underwriter or Underwriters, if any, in offer such offering and (B) offer the Holders Holder the opportunity to include in such registration statement, prospectus supplement or Underwritten Offering, as the case may be, Offering such number of Common Unit Registrable Securities (the “Included Registrable Securities”) as the Holders such Holder may request in writing (such request may include the Registrable Securities to be included on behalf of any other Holder, as specified including by the Holderselectronic mail) (a “Piggyback Registration”); provided, however, that the Partnership shall not be required to offer such opportunity (A) if the Company Holders, together with their Affiliates, do not propose to offer a minimum of $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) if the Partnership has been advised in writing by the Managing Underwriter of any such Underwritten Offering that the inclusion of all Common Unit Registrable Securities that for sale for the Selling benefit of such Holders intend to include in such offering exceeds the number that can be sold in such offering without being likely to will have an adverse effect in any material respect on the price, timing or distribution of the Common Stock Units in the such Underwritten Offering, then (x) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter without having such adverse effect, the Company shall not be required to offer such opportunity to the Holders or (y) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter without having such adverse effect, then 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 2.02(b) or in such other manner as such Selling Holders may agree). Any notice required to be provided in this Section 2.02(a) to the Holders Each Piggyback Notice shall be provided to Holders on a Business Day pursuant to Section 3.01 and receipt of such notice shall be confirmed and kept confidential by the Holders unless and until such proposed Underwritten Offering has been publicly announced by the Partnership. If such proposed Underwritten Offering has been abandoned, the Partnership shall provide notice to the Holders reasonably promptly after the final decision to abandon a proposed Underwritten Offering has been made and such notice and its contents shall be kept confidential by the Holders. Holders shall then Each such 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 to the Partnership the inclusion of Common Unit Registrable Securities in the Underwritten Offering. If no written request for inclusion from Holders a Holder is received by the Partnership within the specified time, each such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of its the Partnership’s intention to undertake an Underwritten Offering and prior to the closing pricing of such Underwritten Offering, the Company 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, the Company may, at its election, Partnership shall give written notice of such determination to the Selling Holders and, (1) 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 (2) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities as part of such Underwritten Offering for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in such Underwritten Offering by giving written notice to the Company of such withdrawal at least one Business Day before the time of pricing of such Underwritten Offering. Holders may deliver written notice (an “Opt-Out Notice”) to the Company requesting that such Holder not receive notice from the Company of any proposed Underwritten Offering; provided, however, that such Holder may later revoke any such Opt-Out Notice in writing prior to five Business Day before the time of pricing of such underwritten offering. Following receipt of an Opt-Out Notice from a Holder (unless subsequently revoked), the Company shall not be required to deliver any notice to such Holder pursuant to this Section 2.02(a) and such Holder (unless such Holder’s Opt-Out Notice is subsequently revoked) shall no longer be entitled to participate in Underwritten Offerings by the Company pursuant to this Section 2.02(a).Underwritten

Participation. So long as a Holder has Registrable Securities, if If the Company Partnership proposes to file (i) a shelf registration statement other than a the Registration Statement contemplated by Section 2.01 and other than a registration statement on Forms S-4 or S-8 and any successor forms2.01(a), (ii) a prospectus supplement to an effective shelf registration statement relating to the sale of equity securities of the Companystatement, other than a the Registration Statement contemplated by Section 2.01 2.01(a) of this Agreement and Holders may be included without the filing of a post-effective amendment thereto, or (iii) a registration statement, other than a shelf registration statement, and other than a registration statement on Forms S-4 or S-8 and any successor forms, in each case, for the sale of Common Stock Units in an Underwritten Offering for its own account or that of and/or another Person, or both, then as soon as practicable following the Company shall give prompt written notice engagement of its intention counsel by the Partnership to effect such registration at least five Business Days before prepare the proposed date of filing of the applicable Registration Statement or prospectus supplement, or at least two Business Days documents to be used in connection with any overnight or bought an Underwritten Offering, the Partnership shall give notice (including, but not limited to, notification by electronic mail) of such proposed Underwritten Offering to each Holder (together with its Affiliates) holding at least $25 million of the Holders then-outstanding Registrable Securities (based on the Common Unit Price) and such notice shall (A) describe the intended method(s) of distribution, and the name of the proposed Managing Underwriter or Underwriters, if any, in offer such offering and (B) offer the Holders the opportunity to include in such registration statement, prospectus supplement or Underwritten Offering, as the case may be, Offering such number of Registrable Securities (the “Included Registrable Securities”) as the Holders each such Holder may request in writing (such request may include the Registrable Securities to be included on behalf of any other Holder, as specified by the Holders)writing; provided, however, that if the Company Partnership has been advised by the Managing Underwriter of any such Underwritten Offering that the inclusion of all Registrable Securities that for sale for the Selling benefit of the Holders intend to include in such offering exceeds the number that can be sold in such offering without being likely to will have an adverse effect on the price, timing or distribution of the Common Stock Units in the Underwritten Offering, then (xA) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter without having such adverse effectUnderwriter, the Company Partnership shall not be required to offer such opportunity to the Holders or (yB) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter without having such adverse effectUnderwriter, then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.02(b) or in such other manner as such Selling Holders may agree). Any notice required to be provided in this Section 2.02(a) to the Holders shall be provided on a Business Day pursuant to Section 3.01 hereof and receipt of such notice shall be confirmed and kept confidential by the HoldersHolder 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. Holders Each such Holder 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 Holders a Holder is received within the specified time, each such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, the Company Partnership shall determine for any reason not to undertake or to delay such Underwritten Offering, the Company Partnership may, at its election, give written notice of such determination to the Selling Holders and, (1x) 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 (2y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities as part of such Underwritten Offering for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in such Underwritten Offering by giving written notice to the Company Partnership of such withdrawal at least one Business Day before or prior to the time of pricing of such Underwritten Offering. Holders Any Holder may deliver written notice (an “Opt-Out Notice”) to the Company Partnership requesting that such Holder not receive notice from the Company Partnership of any proposed Underwritten Offering; provided, however, that such Holder may later revoke any such Opt-Out Notice in writing prior to five Business Day before the time of pricing of such underwritten offeringwriting. Following receipt of an Opt-Out Notice from a Holder (unless subsequently revoked), the Company Partnership shall not be required to deliver any notice to such Holder pursuant to this Section 2.02(a) and such Holder (unless such Holder’s Opt-Out Notice is subsequently revoked) shall no longer be entitled to participate in Underwritten Offerings by the Company Partnership pursuant to this Section 2.02(a). The Holders indicated on Schedule A hereto as having opted out shall each be deemed to have delivered an Opt-Out Notice as of the date hereof.

Participation. So long as a Holder has Registrable Securities, if If the Company at any time at or after the Effectiveness Date, for its own account or for the account of any other Persons, proposes to file a Registration Statement with respect to any offering of its equity securities or conduct an Underwritten Offering pursuant to an existing Registration Statement solely for cash (other than (i) a shelf registration statement other than a Registration Statement contemplated by or Shelf Take-Down under Section 2.01 and other than a registration statement on Forms S-4 or S-8 and any successor forms2.02, it being understood that this clause (i) does not limit the rights of Holders to make written requests pursuant to Sections 2.01 or 2.02, or otherwise limit the applicability thereof; (ii) a prospectus supplement to an effective shelf registration statement relating to the sale of equity securities of the Company, other than a Registration Statement contemplated by Section 2.01 and Holders may be included without on Form F-4, Form S-4 or S-8 (or such other similar successor forms then in effect under the filing of a post-effective amendment thereto, or Securities Act); (iii) a registration statementof 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 than employee benefit plan arrangement; (iv) a shelf registration statement, and other than a registration statement on Forms S-4 or S-8 and any successor forms, in each case, for Registration not otherwise covered by clause (ii) above pursuant to which the sale of Common Stock in an Underwritten Offering for Company is offering to exchange its own account securities for other securities; (v) a Registration Statement relating solely to dividend reinvestment or that similar plans; (vi) a Registration in which the only securities being registered are Company Shares issuable upon conversion of another Persondebt securities which are also being registered; (vii) a Registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a Registration Statement) (each, or botha “Company Public Sale”), then the Company shall give prompt written notice of its intention then, as soon as practicable (but in no event less than ten (10) days prior to effect such registration at least five Business Days before the proposed date of filing of the applicable such Registration Statement or prospectus supplementor, or at least two Business Days in connection with the case of any overnight or bought such Underwritten Offering, the anticipated pricing date), the Company shall deliver a written notice of such proposed filing or offering to the Holders all Holders, and such notice shall (A) describe the intended method(s) of distribution, and the name of the proposed Managing Underwriter or Underwriters, if any, in offer such offering and (B) offer the Holders the opportunity to Register under such Registration Statement or include in such registration statement, prospectus supplement or Underwritten Offering, as the case may be, offering such number of Registrable Securities (the “Included Registrable Securities”) as the such Holders may request in writing (such request may include the Registrable Securities delivered to be included on behalf of any other Holder, as specified by the Holders); provided, however, that if the Company within five (5) days after the date that such written notice has been advised by the Managing Underwriter of any such Underwritten Offering that the inclusion of all Registrable Securities that the Selling Holders intend delivered. Subject to include in such offering exceeds the number that can be sold in such offering without being likely to have an adverse effect on the price, timing or distribution of the Common Stock in the Underwritten Offering, then (x) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter without having such adverse effectSection 2.03(b), the Company shall not be required to offer include in such opportunity to the Holders Registration Statement or (y) if any offering all such Registrable Securities can that are requested by Holders to be included therein in compliance with the Underwritten Offering in the opinion of the Managing Underwriter without having such adverse effect, then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.02(b) or in such other manner as such Selling Holders may agree. Any notice required to be immediately foregoing sentence (a “Piggyback Registration”); provided in this Section 2.02(a) to the Holders shall be provided on a Business Day and receipt of such notice shall be confirmed by the Holders. Holders 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 Holders is received within the specified time, each such Holder shall have no further right to participate in such Underwritten Offering. If, that 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 Piggyback Registration or the pricing date of such Underwritten Offeringoffering, as applicable, the Company shall determine for any reason not to undertake Register or sell or to delay Registration or offering of the equity securities covered by such Underwritten OfferingPiggyback Registration, the Company may, at its election, shall give written notice of such determination to the Selling Holders each Holder that had requested to Register its, his or her Registrable Securities in such Registration Statement and, thereupon, (1) in the case of a determination not to undertake such Underwritten OfferingRegister, shall be relieved of its obligation to Register or sell any Included Registrable Securities in connection with such terminated Underwritten OfferingRegistration or offering (but not from its obligation to pay the Registration Expenses in connection therewith), and (2) in the case of a determination to delay Registering or selling, in the absence of a request by any Holder to request that such Underwritten OfferingRegistration be effected as a Demand Registration under Section 2.01, shall be permitted to delay offering Registering or selling any Included Registrable Securities as part of such Underwritten Offering Securities, for the same period as the delay in Registering or selling the Underwritten Offeringother equity securities covered by such Piggyback Registration. Any Selling Holder If the offering pursuant to such Registration Statement is to be underwritten, the Company shall have so advise the right to withdraw such Selling Holder’s request for inclusion Holders as a part of such Selling Holder’s Registrable Securities in such Underwritten Offering by giving the written notice given pursuant to the Company of such withdrawal at least one Business Day before the time of pricing of such Underwritten Offering. Holders may deliver written notice (an “Opt-Out Notice”) to the Company requesting that such Holder not receive notice from the Company of any proposed Underwritten Offering; provided, however, that such Holder may later revoke any such Opt-Out Notice in writing prior to five Business Day before the time of pricing of such underwritten offering. Following receipt of an Opt-Out Notice from a Holder (unless subsequently revokedthis Section 2.03(a), the Company shall not be required make such arrangements with the managing underwriter or underwriters so that each Holder may participate in such Underwritten Offering, subject to deliver any notice the conditions of Section 2.03(b). If the offering pursuant to such Holder Registration Statement is to be on any other basis, the Company shall so advise the Holders as part of the written notice given pursuant to this Section 2.02(a) 2.03(a), and such each Holder (unless such Holder’s Opt-Out Notice is subsequently revoked) shall no longer be entitled to participate in Underwritten Offerings by the Company making a request for a Piggyback Registration pursuant to this Section 2.02(a2.03(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 2.03(b). Each Holder shall keep confidential the fact that a Piggyback Registration is in effect, the written notice referred to above and its contents unless and until otherwise notified by the Company, except (i) disclosures that are necessary to comply with any law, rule or regulation, including formal and informal investigations or requests from any regulatory authority and (ii) if and to the extent such matters are publicly disclosed by the Company.

Participation. So long as a Holder has Registrable Securities, if If the Company Partnership proposes to file (i) a shelf registration statement other than a the Registration Statement contemplated by Section 2.01 and other than a registration statement on Forms S-4 or S-8 and any successor forms2.01(a), (ii) a prospectus supplement to an effective shelf registration statement relating to the sale of equity securities of the Companystatement, other than a the Registration Statement contemplated by Section 2.01 2.01(a) of this Agreement and Holders may be included without the filing of a post-effective amendment thereto, or (iii) a registration statement, other than a shelf registration statement, and other than a registration statement on Forms S-4 or S-8 and any successor forms, in each case, for the sale of Common Stock Units in an Underwritten Offering for its own account or that of and/or another Person, or both, then as soon as practicable following the Company shall give prompt written notice engagement of its intention counsel by the Partnership to effect such registration at least five Business Days before prepare the proposed date of filing of the applicable Registration Statement or prospectus supplement, or at least two Business Days documents to be used in connection with any overnight or bought an Underwritten Offering, the Partnership shall give notice (including, but not limited to, notification by electronic mail) of such proposed Underwritten Offering to each Holder (together with its Affiliates) holding at least $50 million of the Holders then-outstanding Registrable Securities (based on the Common Unit Price) and such notice shall (A) describe the intended method(s) of distribution, and the name of the proposed Managing Underwriter or Underwriters, if any, in offer such offering and (B) offer the Holders the opportunity to include in such registration statement, prospectus supplement or Underwritten Offering, as the case may be, Offering such number of Registrable Securities (the “Included Registrable Securities”) as the Holders each such Holder may request in writing (such request may include the Registrable Securities to be included on behalf of any other Holder, as specified by the Holders)writing; provided, however, that if the Company Partnership has been advised by the Managing Underwriter of any such Underwritten Offering that the inclusion of all Registrable Securities that for sale for the Selling benefit of the Holders intend to include in such offering exceeds the number that can be sold in such offering without being likely to will have an adverse effect on the price, timing or distribution of the Common Stock Units in the Underwritten Offering, then (xA) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter without having such adverse effectUnderwriter, the Company Partnership shall not be required to offer such opportunity to the Holders or (yB) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter without having such adverse effectUnderwriter, then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.02(b) or in such other manner as such Selling Holders may agree). Any notice required to be provided in this Section 2.02(a) to the Holders shall be provided on a Business Day pursuant to Section 3.01 hereof and receipt of such notice shall be confirmed and kept confidential by the HoldersHolder 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. Holders Each such Holder 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 Holders a Holder is received within the specified time, each such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, the Company Partnership shall determine for any reason not to undertake or to delay such Underwritten Offering, the Company Partnership may, at its election, give written notice of such determination to the Selling Holders and, (1x) 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 (2y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities as part of such Underwritten Offering for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in such Underwritten Offering by giving written notice to the Company Partnership of such withdrawal at least one Business Day before or prior to the time of pricing of such Underwritten Offering. Holders Any Holder may deliver written notice (an “Opt-Out Notice”) to the Company Partnership requesting that such Holder not receive notice from the Company Partnership of any proposed Underwritten Offering; provided, however, that such Holder may later revoke any such Opt-Out Notice in writing prior to five Business Day before the time of pricing of such underwritten offeringwriting. Following receipt of an Opt-Out Notice from a Holder (unless subsequently revoked), the Company Partnership shall not be required to deliver any notice to such Holder pursuant to this Section 2.02(a) and such Holder (unless such Holder’s Opt-Out Notice is subsequently revoked) shall no longer be entitled to participate in Underwritten Offerings by the Company Partnership pursuant to this Section 2.02(a). The Holders indicated on Schedule A hereto as having opted out shall each be deemed to have delivered an Opt-Out Notice as of the date hereof.

Participation. So long Except as a Holder has Registrable Securitiesprovided in Section 2.2(b), if at any time during the Effectiveness Period after the Effectiveness Deadline, the Company proposes to file (i) a shelf registration statement (in which shelf registration statement the Company covenants and agrees to include thereon a description of the transaction under which the Holders acquired the Registrable Securities), other than a the Shelf Registration Statement contemplated by Section 2.01 and other than a registration statement on Forms S-4 or S-8 and any successor formsStatement, (ii) a prospectus supplement to an effective shelf registration statement relating to the sale of equity securities of the Companystatement, other than a the Shelf Registration Statement contemplated by Section 2.01 Statement, and Holders may could be included without the filing of a post-effective amendment theretothereto (other than a post-effective amendment that is immediately effective), or (iii) a registration statement, other than a shelf registration statement, and other than a registration statement on Forms S-4 in the case of each of clause (i), (ii) or S-8 and any successor forms, in each case(iii), for the sale of Common Stock (or securities convertible into or exchangeable or exercisable for Common Stock) in an Underwritten Offering or Overnight Underwritten Offering for its own account or that of and/or another Person, then as soon as practicable but not less than 10 Business Days (or bothone 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 (other than a Shelf Registration Statement), as the case may be (an “Underwritten Offering Filing”), then the Company shall give prompt written notice (including, but not limited to, notification by electronic mail) of its intention to effect such registration at least five Business Days before the proposed date of filing of the applicable Registration Statement or prospectus supplement, or at least two Business Days in connection with any overnight or bought Underwritten Offering (a “Piggyback Offering, ”) to the Holders and such notice shall (A) describe the intended method(s) of distribution, and the name of the proposed Managing Underwriter or Underwriters, if any, in such offering and (B) offer the Holders the opportunity to include in such registration statement, prospectus supplement or Underwritten Offering, as the case may be, Offering such number of the Registrable Securities (the “Included Registrable Securities”) as the Holders each such Holder may request in writing (such request may include the Registrable Securities to be included on behalf of any other Holder, as specified by the Holders)writing; provided, however, that if the Company has been advised by the Managing Underwriter of any such Underwritten Offering Underwriter, and the Company has advised the Selling Holders in writing, that the inclusion of all Registrable Securities that for sale for the benefit of the Selling Holders intend to include in such offering exceeds the number that can be sold in such offering without being likely to will have an a material adverse effect on the price, timing or distribution of the Common Stock (or securities convertible into or exercisable or exchangeable for Common Stock) in the Underwritten Offering, then (x) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter without having such adverse effect, the Company shall not be required to offer such opportunity to the Holders or (y) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter without having such adverse effect, then the amount of Registrable Securities to be offered for the accounts of Selling Holders shall be determined based on the provisions of Section 2.02(b2.2(c) or in such other manner as such Selling Holders may agreeof this Agreement. Any The notice required to be provided in this Section 2.02(a2.2(a) to each Holder (the Holders “Piggyback Notice”) shall be provided on a Business Day and receipt of such notice shall be confirmed by the Holderspursuant to Section 3.1 hereof. Holders Each Holder shall then have two ten (10) Business Days (or one Business Day in connection with any overnight or bought the case of an Overnight Underwritten Offering) after notice has been delivered the date on which the Holders received the Piggyback Notice to request in writing the inclusion of Registrable Securities in the Underwritten Offering. If no written request for inclusion from Holders a Holder is received within the specified timesuch period, each such Holder shall have no further right to participate in such Underwritten 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, the Company Board shall determine for any reason not to undertake or to delay such Underwritten Offering, the Company may, at its election, give written notice of such determination to the Selling Holders and, (1x) 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 (2y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities as part of such Underwritten Offering for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in such Underwritten Offering offering by giving written notice to the Company of such withdrawal at least one Business Day before up to and including the time of pricing of such Underwritten Offeringoffering. Holders Notwithstanding the foregoing, any Holder may deliver written notice (an “Opt-Out Notice”) to the Company requesting that such Holder not receive notice from the Company of any proposed Underwritten Offering; provided, however, that such Holder may later revoke any such Opt-Out Notice in writing prior to five Business Day before the time of pricing of such underwritten offering. Following receipt of an Opt-Out Notice from a Holder (unless subsequently revoked), the Company shall not be required to deliver any notice to such Holder pursuant to this Section 2.02(a) and such Holder (unless such Holder’s Opt-Out Notice is subsequently revoked) shall no longer be entitled to participate in Underwritten Offerings by the Company pursuant to this Section 2.02(a)writing.

Participation. So long Except as a Holder has Registrable Securitiesprovided in Section 2.02(b), if at any time during the Company Effectiveness Period, Parent proposes to file (i) a shelf registration statement other than a the Shelf Registration Statement contemplated by Section 2.01 (in which event Parent covenants and other than agrees to include thereon a registration statement on Forms S-4 or S-8 and any successor formsdescription of the transaction under which the Partnership Unitholders acquired the Registrable Securities), (ii) a prospectus supplement to an effective shelf registration statement relating to the sale of equity securities of the Companystatement, other than a the Shelf Registration Statement contemplated by Section 2.01 2.01(a) of this Agreement, and Holders may could be included without the filing of a post-effective amendment theretothereto (other than a post-effective amendment that is immediately effective), or (iii) a registration statement, other than a shelf registration statement, and other than a registration statement on Forms S-4 in the case of each of clause (i), (ii) or S-8 and any successor forms, in each case(iii), for the sale of Common Stock Units in an Underwritten Offering or Overnight Underwritten Offering for its own account or that of and/or another Person, or both, then the Company shall give prompt written notice of its intention to effect such registration at least five as soon as practicable but not less than ten (10) Business Days before the proposed date of filing of the applicable Registration Statement (or prospectus supplement, or at least two three Business Days in connection with any overnight or bought the case of an Overnight Underwritten Offering, ) prior to the Holders 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 electronic mail) of such proposed Underwritten Offering (a “Piggyback Offering”) to the Partnership Unitholders and such notice shall (A) describe the intended method(s) of distribution, and the name of the proposed Managing Underwriter or Underwriters, if any, in such offering and (B) offer the Holders the opportunity to include in such registration statement, prospectus supplement or Underwritten Offering, as the case may be, Offering such number of Registrable Securities Parent Common Units (the “Included Registrable Securities”) as the Holders each such Holder may request in writing (such request may include the Registrable Securities to be included on behalf of any other Holder, as specified by the Holders)writing; provided, however, that if the Company Parent has been advised by the Managing Underwriter of any such Underwritten Offering that the inclusion of all Registrable Securities that for sale for the benefit of the Selling Holders intend to include in such offering exceeds the number that can be sold in such offering without being likely to will have an a material adverse effect on the price, timing or distribution of the Common Stock Units in the Underwritten Offering, then (x) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter without having such adverse effect, the Company shall not be required to offer such opportunity to the Holders or (y) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter without having such adverse effect, then the amount of Registrable Securities to be offered for the accounts of Selling Holders shall be determined based on the provisions of Section 2.02(b2.02(c) or in such other manner as such Selling Holders may agreeof this Agreement. Any The notice required to be provided in this Section 2.02(a) to each Partnership Unitholder (the Holders “Piggyback Notice”) shall be provided on a Business Day and pursuant to Section 3.01 hereof. Promptly upon receipt of the Piggyback Notice, the Partnership Unitholders shall notify the other Holders (if any) of the opportunity to include in the Underwritten Offering such notice shall be confirmed by the Holdersnumber of Parent Common Units as each such Holder may request in writing. Holders Each Holder shall then have two five (5) Business Days (or one two Business Day Days in connection with any overnight or bought 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 written request for inclusion from Holders a Holder is received within the specified timesuch period, each such Holder shall have no further right to participate in such Underwritten 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, the Company Parent Board shall determine for any reason not to undertake or to delay such Underwritten Offering, the Company Parent may, at its election, give written notice of such determination to the Selling Holders and, (1x) 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 (2y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities as part of such Underwritten Offering for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in such Underwritten Offering offering by giving written notice to the Company Parent of such withdrawal at least one Business Day before up to and including the time of pricing of such Underwritten Offeringoffering. Holders Notwithstanding the foregoing, any Holder may deliver written notice (an “Opt-Out Notice”) to the Company Parent requesting that such Holder not receive notice from the Company Parent of any proposed Underwritten Offering; provided, however, that such Holder may later revoke any such Opt-Out Notice in writing prior to five Business Day before the time of pricing of such underwritten offering. Following receipt of an Opt-Out Notice from a Holder (unless subsequently revoked), the Company shall not be required to deliver any notice to such Holder pursuant to this Section 2.02(a) and such Holder (unless such Holder’s Opt-Out Notice is subsequently revoked) shall no longer be entitled to participate in Underwritten Offerings by the Company pursuant to this Section 2.02(a).

Participation. So long Except as a Holder has Registrable Securitiesprovided in Section 2.02(b), if at any time during the Company Effectiveness Period, Parent proposes to file (i) a shelf registration statement other than a the Shelf Registration Statement contemplated by Section 2.01 (in which event Parent covenants and other than agrees to include thereon a registration statement on Forms S-4 or S-8 and any successor formsdescription of the transaction under which the Holders acquired the Registrable Securities), (ii) a prospectus supplement to an effective shelf registration statement relating to the sale of equity securities of the Companystatement, other than a the Shelf Registration Statement contemplated by Section 2.01 2.01(a) of this Agreement, and Holders may could be included without the filing of a post-effective amendment theretothereto (other than a post-effective amendment that is immediately effective), or (iii) a registration statement, other than a shelf registration statement, and other than a registration statement on Forms S-4 in the case of each of clause (i), (ii) or S-8 and any successor forms, in each case(iii), for the sale of Class A Common Stock in an Underwritten Offering or Overnight Underwritten Offering for its own account or that of and/or another Person, then as soon as practicable but not less than ten Business Days (or bothone 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 (other than a Shelf Registration Statement), as the case may be (an “Underwritten Offering Filing”), then the Company Parent shall give prompt written notice (including, but not limited to, notification by electronic mail) of its intention to effect such registration at least five Business Days before the proposed date of filing of the applicable Registration Statement or prospectus supplement, or at least two Business Days in connection with any overnight or bought Underwritten Offering (a “Piggyback Offering, ”) to the Holders and such notice shall (A) describe the intended method(s) of distribution, and the name of the proposed Managing Underwriter or Underwriters, if any, in such offering and (B) offer the Holders the opportunity to include in such registration statement, prospectus supplement or Underwritten Offering, as the case may be, Offering such number of Registrable Securities shares of Class A Common Stock (the “Included Registrable Securities”) as the Holders each such Holder may request in writing (such request may include the Registrable Securities to be included on behalf of any other Holder, as specified by the Holders)writing; provided, however, that if the Company Parent has been advised by the Managing Underwriter of any such Underwritten Offering that the inclusion of all Registrable Securities that for sale for the benefit of the Selling Holders intend to include in such offering exceeds the number that can be sold in such offering without being likely to will have an a material adverse effect on the price, timing or distribution of the Class A Common Stock in the Underwritten Offering, then (x) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter without having such adverse effect, the Company shall not be required to offer such opportunity to the Holders or (y) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter without having such adverse effect, then the amount of Registrable Securities to be offered for the accounts of Selling Holders shall be determined based on the provisions of Section 2.02(b2.02(c) or in such other manner as such Selling Holders may agreeof this Agreement. Any The notice required to be provided in this Section 2.02(a) to each Holder (the Holders “Piggyback Notice”) shall be provided on a Business Day and receipt of such notice shall be confirmed by the Holderspursuant to Section 3.01 hereof. Holders Each Holder shall then have two five Business Days (or one Business Day in connection with any overnight or bought the case of an Overnight Underwritten Offering) after notice has been delivered the date on which the Holders received the Piggyback Notice to request in writing the inclusion of Registrable Securities in the Underwritten Offering. If no written request for inclusion from Holders a Holder is received within the specified timesuch period, each such Holder shall have no further right to participate in such Underwritten 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, the Company Board of Directors of Parent shall determine for any reason not to undertake or to delay such Underwritten Offering, the Company Parent may, at its election, give written notice of such determination to the Selling Holders and, (1x) 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 (2y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities as part of such Underwritten Offering for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in such Underwritten Offering offering by giving written notice to the Company Parent of such withdrawal at least one Business Day before up to and including the time of pricing of such Underwritten Offeringoffering. Holders Notwithstanding the foregoing, any Holder may deliver written notice (an “Opt-Out Notice”) to the Company Parent requesting that such Holder not receive notice from the Company Parent of any proposed Underwritten Offering; provided. Notwithstanding anything contained herein to the contrary, however, Parent hereby agrees that such Holder may later revoke (i) any such Opt-Out Notice in writing prior to five Business Day before the time of pricing of such underwritten offering. Following receipt of an Opt-Out Notice from a Holder (unless subsequently revoked), the Company shall not be required to deliver any notice to such Holder shelf registration statement which includes Registrable Securities pursuant to this Section 2.02(a) shall contain all language (including on the prospectus cover sheet, the principal stockholders’ table and the plan of distribution) as may be reasonably requested by such Holder to allow for a Member Distribution and (unless ii) Parent shall, at the reasonable request of the Holder seeking to effect a Member Distribution, file any Prospectus supplement or post-effective amendments and otherwise take any action reasonably necessary to include such Holder’s Opt-Out Notice is subsequently revoked) shall no longer be entitled language, if such language was not included in the initial registration statement, or revise such language if deemed reasonably necessary by such Holder to participate in Underwritten Offerings by the Company pursuant to this Section 2.02(a)effect such Member Distribution.

Participation. So long as a Holder has Registrable Securities, if the Company Corporation proposes to file (i) a shelf registration statement other than a Registration Statement contemplated by Section 2.01 and other than a registration statement on Forms S-4 or S-8 and any successor forms, (ii) a prospectus supplement to an effective shelf registration statement Shelf Registration Statement relating to the sale of equity securities of the CompanyCorporation, other than a Registration Statement contemplated by Section 2.01 and Holders may be included without the filing of a post-effective amendment thereto, or (iii) a registration statement, other than a shelf registration statement, statement and other than a registration statement on Forms S-4 or S-8 and any successor forms, in each case, for the sale of Common Stock Shares in an Underwritten Offering for its own account or that of another Person, or both, then promptly following the Company shall give prompt written notice of its intention to effect such registration at least five Business Days before the proposed date of filing selection of the applicable Registration Statement or prospectus supplement, or at least two Business Days in connection with any overnight or bought Managing Underwriter for such Underwritten Offering, the Corporation shall give notice of such Underwritten Offering to the Holders each Holder and such notice shall (A) describe the intended method(s) of distribution, and the name of the proposed Managing Underwriter or Underwriters, if any, in such offering and (B) offer the Holders the opportunity to include in such registration statement, prospectus supplement or Underwritten Offering, as the case may be, Offering such number of Registrable Securities (the “Included Registrable Securities”) as the Holders each such Holder may request in writing (such request may include the Registrable Securities to be included on behalf of any other Holder, as specified by the Holders)writing; provided, however, that if the Company Corporation has been advised by the Managing Underwriter of any such Underwritten Offering that the inclusion of all Registrable Securities that for sale for the Selling benefit of the Holders intend to include in such offering exceeds the number that can be sold in such offering without being likely to will have an adverse effect on the price, timing or distribution of the Common Stock Shares in the Underwritten Offering, then (x) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter without having such adverse effectUnderwriter, the Company Corporation shall not be required to offer such opportunity to the Holders or (y) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter without having such adverse effectUnderwriter, then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.02(b) or in such other manner as such Selling Holders may agree). Any notice required to be provided in this Section 2.02(a) to the Holders shall be provided on a Business Day and receipt of such notice shall be confirmed by the HoldersHolder. Holders Each such Holder shall then have two three Business Days (or one two Business Day Days 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 Holders a Holder is received within the specified time, each such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, the Company Corporation shall determine for any reason not to undertake or to delay such Underwritten Offering, the Company Corporation may, at its election, give written notice of such determination to the Selling Holders and, (1) 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 (2) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities as part of such Underwritten Offering for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in such Underwritten Offering by giving written notice to the Company Corporation of such withdrawal at least or prior to one Business Day before the time of pricing of such Underwritten Offering. Holders Any Holder may deliver written notice (an “Opt-Out Notice”) to the Company Corporation requesting that such Holder not receive notice from the Company Corporation of any proposed Underwritten Offering; provided, however, that such Holder may later revoke any such Opt-Out Notice in writing prior to five one Business Day before the time of pricing of such underwritten offeringUnderwritten Offering. Following receipt of an Opt-Out Notice from a Holder (unless subsequently revoked), the Company Corporation shall not be required to deliver any notice to such Holder pursuant to this Section 2.02(a) and such Holder (unless such Holder’s Opt-Out Notice is subsequently revoked) shall no longer be entitled to participate in Underwritten Offerings by the Company Corporation pursuant to this Section 2.02(a).

Participation. So long as a Holder has Registrable Securities, if the Company If at any time Regency proposes to file (i) a shelf registration statement other than a Registration Statement contemplated by Section 2.01 and other than a registration statement on Forms S-4 or S-8 and any successor forms, (ii) a prospectus supplement to an effective shelf registration statement relating to the sale of equity securities of the Companystatement, other than a the Shelf Registration Statement contemplated by Section 2.01 and Holders may be included without the filing of a post-effective amendment thereto2.01, or (iiiii) a registration statement, other than a shelf registration statement, and other than a registration statement on Forms S-4 or S-8 and any successor forms, in each either case, for the sale of Common Stock Units in an Underwritten Offering for its own account or that of and/or another Person, then as soon as practicable but not less than three (3) Business Days prior to the filing of (x) any preliminary prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(b), (y) the prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(b) (if no preliminary prospectus supplement is used) or both(z) such registration statement, then as the Company case may be, then, Regency shall give prompt written notice of its intention to effect such registration at least five Business Days before the proposed date of filing of the applicable Registration Statement or prospectus supplement, or at least two Business Days in connection with any overnight or bought Underwritten Offering, Offering to the Holders and such notice shall (A) describe the intended method(s) of distribution, and the name of the proposed Managing Underwriter or Underwriters, if any, in such offering and (B) offer the Holders the opportunity to include in such registration statement, prospectus supplement or Underwritten Offering, as the case may be, Offering such number of Registrable Securities (the “Included Registrable Securities”) as the Holders each such Holder may request in writing (such request may include the Registrable Securities to be included on behalf of any other Holder, as specified by the Holders)writing; provided, however, that that, if the Company Regency has been advised by the Managing Underwriter of any such Underwritten Offering that the inclusion of all Registrable Securities that for sale for the Selling benefit of the Holders intend to include in such offering exceeds the number that can be sold in such offering without being likely to will have an adverse effect on the price, timing or distribution of the Common Stock in the Underwritten Offering, then (x) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter without having such adverse effect, the Company shall not be required to offer such opportunity to the Holders or (y) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter without having such adverse effectUnits, then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.02(b) or in such other manner as such Selling Holders may agree). Any The notice required to be provided in this Section 2.02(a) to the Holders shall be provided on a Business Day pursuant to Section 3.01 hereof and receipt of such notice shall be promptly confirmed by the HoldersHolder. Holders Holder shall then have two Business Days (or x) in the case of Regency filing a prospectus supplement, one Business Day and (y) in connection with any overnight or bought Underwritten Offering) the case of Regency filing a registration statement, other than a shelf registration statement, five Business Days; after such Holder confirms receipt of the notice has been delivered to request in writing the inclusion of Registrable Securities in the Underwritten Offering. If no written request for inclusion from Holders a Holder is received within the specified time, each such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, the Company Regency shall determine for any reason not to undertake or to delay such Underwritten Offering, the Company Regency may, at its election, give written notice of such determination to the Selling Holders and, (1x) 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 (2y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities as part of such Underwritten Offering for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in such Underwritten Offering offering by giving written notice to the Company Regency of such withdrawal at least one Business Day before up to and including the time of pricing of such Underwritten Offering. Holders may deliver written notice (an “Opt-Out Notice”) to the Company requesting that such Holder not receive notice from the Company of any proposed Underwritten Offering; provided, however, that such Holder may later revoke any such Opt-Out Notice in writing prior to five Business Day before the time of pricing of such underwritten offering. Following receipt of an Opt-Out Notice from a Holder (unless subsequently revoked), the Company shall not be required to deliver any notice to such Holder pursuant to Each Holder’s rights under this Section 2.02(a) and shall terminate when such Holder holds less than $15 million (unless such Holder’s Opt-Out Notice is subsequently revokedbased on the Purchase Price of Registrable Securities) shall no longer be entitled to participate in Underwritten Offerings by the Company pursuant to this Section 2.02(a)of Purchased Class C Units.

Participation. So long Except as a Holder has Registrable Securitiesprovided in Section 2.2(b), if at any time following the date of this Agreement, the Company proposes to file (i) a shelf registration statement other than a Registration Statement contemplated by Section 2.01 and other than a registration statement on Forms S-4 or S-8 and any successor formsstatement, (ii) a prospectus supplement to an effective shelf registration statement relating to the sale of equity securities of the Companystatement, other than a Registration Statement contemplated by Section 2.01 and Holders may could be included without the filing of a post-effective amendment theretothereto (other than a post-effective amendment that is immediately effective), or (iii) a registration statement, other than a shelf the registration statement, and other than a registration statement on Forms S-4 or S-8 and any successor formsstatements contemplated by Section 2.1(a) of this Agreement, in the case of each caseof clause (i), (ii) or (iii), for the sale of Common Stock in an Underwritten Offering or Overnight Underwritten Offering for its own account or that of and/or another Person, then as soon as practicable but not less than five (5) Business Days (or bothtwo (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, then (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 prompt written notice (including, but not limited to, notification by electronic mail) of its intention to effect such registration at least five Business Days before the proposed date of filing of the applicable Registration Statement or prospectus supplement, or at least two Business Days in connection with any overnight or bought Underwritten Offering (a “Piggyback Offering, ”) to the Holders and such notice shall (A) describe the intended method(s) of distribution, and the name of the proposed Managing Underwriter or Underwriters, if any, in such offering and (B) offer the Holders the opportunity to include in such registration statement, prospectus supplement or Underwritten Offering, as the case may be, Offering such number of the Registrable Securities (the “Included Registrable Securities”) as the Holders may request in writing (such request may include the Registrable Securities to be included on behalf of any other Holder, as specified by the Holders)writing; provided, however, that if the Company has been advised by the Managing Underwriter of any such Underwritten Offering Underwriter, and the Company has advised the Holders in writing, that the inclusion of all Registrable Securities that for sale for the Selling benefit of the Holders intend to include in such offering exceeds the number that can be sold in such offering without being likely to will have an a material adverse effect on the price, timing or distribution of the Common Stock in the Underwritten Offering, then (x) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter without having such adverse effect, the Company shall not be required to offer such opportunity to the Holders or (y) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter without having such adverse effect, then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.02(b2.2(c) or in such other manner as such Selling Holders may agreeof this Agreement. Any The notice required to be provided in this Section 2.02(a2.2(a) to the Holders shall be provided on a Business Day and receipt of such notice shall be confirmed by the Holderspursuant to Section 3.1 hereof. The Holders shall then have two three (3) Business Days (or one (1) Business Day in connection with any overnight or bought the case of an Overnight 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 the Holders is received within such period, the specified time, each such Holder Holders and their Affiliates shall have no further right to participate in such Underwritten 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, the Company shall determine for any reason not to undertake or to delay such Underwritten Offering, the Company may, at its election, give written notice of such determination to the Selling Holders and, (1x) 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 (2y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities as part of such Underwritten Offering for the same period as the delay in the Underwritten Offering. Any Selling A 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 the Company of such withdrawal at least one up to two (2) Business Day before Days prior to such offering. Notwithstanding the time of pricing of such Underwritten Offering. Holders foregoing, a Holder may deliver written notice (an “Opt-Out Notice”) to the Company requesting that such Holder not receive notice from the Company of any proposed Underwritten Offering; provided, however, that such Holder may later revoke any such Opt-Out Notice in writing not less than one (1) Business Day prior to five Business Day before the time of pricing of such underwritten offering. Following receipt of an Opt-Out Notice from a Holder (unless subsequently revoked), the Company shall not be required to deliver any notice to such Holder pursuant to this Section 2.02(a) and such Holder (unless such Holder’s Opt-Out Notice is subsequently revoked) shall no longer be entitled to participate in Underwritten Offerings by the Company pursuant to this Section 2.02(a).

Participation. So long as a Holder has Registrable Securities, if If the Company Partnership proposes to file (i) a shelf registration statement other than a the Registration Statement contemplated by Section 2.01 and other than a registration statement on Forms S-4 or S-8 and any successor forms2.01(a), (ii) a prospectus supplement to an effective shelf registration statement relating to the sale of equity securities of the Companystatement, other than a the Registration Statement contemplated by Section 2.01 2.01(a) and Holders may be included without the filing of a post-effective amendment thereto, thereto or (iii) a registration statement, other than a shelf registration statement, and other than a registration statement on Forms S-4 or S-8 and any successor forms, in each case, for the sale of Common Stock Units in an Underwritten Offering for its own account or that of and/or another Person, or both, then as soon as practicable following the Company shall give prompt written notice engagement of its intention counsel by the Partnership to effect such registration at least five Business Days before prepare the proposed date of filing of the applicable Registration Statement or prospectus supplement, or at least two Business Days documents to be used in connection with any overnight or bought an Underwritten Offering, the Partnership shall give notice (including, but not limited to, notification by electronic mail) of such proposed Underwritten Offering to each Holder (together with its Affiliates) holding at least $5.0 million of the Holders then-outstanding Registrable Securities (based on the Common Unit Price) and such notice shall (A) describe the intended method(s) of distribution, and the name of the proposed Managing Underwriter or Underwriters, if any, in offer such offering and (B) offer the Holders the opportunity to include in such registration statement, prospectus supplement or Underwritten Offering, as the case may be, Offering such number of Registrable Securities (the “Included Registrable Securities”) as the Holders each such Holder may request in writing (such request may include the Registrable Securities to be included on behalf of any other Holder, as specified by the Holders)writing; provided, however, that if the Company Partnership has been advised by the Managing Underwriter of any such Underwritten Offering that the inclusion of all Registrable Securities that for sale for the Selling benefit of the Holders intend to include in such offering exceeds the number that can be sold in such offering without being likely to will have an adverse effect on the price, timing or distribution of the Common Stock Units in the Underwritten Offering, then (xA) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter without having such adverse effectUnderwriter, the Company Partnership shall not be required to offer such opportunity to the Holders or (yB) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter without having such adverse effectUnderwriter, then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.02(b) or in such other manner as such Selling Holders may agree). Any notice required to be provided in this Section 2.02(a) to the Holders shall be provided on a Business Day pursuant to Section 3.01 hereof and receipt of such notice shall be confirmed by the HoldersHolder. Holders Each such Holder 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 Holders a Holder is received within the specified time, each such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, the Company Partnership shall determine for any reason not to undertake or to delay such Underwritten Offering, the Company Partnership may, at its election, give written notice of such determination to the Selling Holders andHolders, and (1x) 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 (2y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities as part of such Underwritten Offering for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in such Underwritten Offering by giving written notice to the Company Partnership of such withdrawal at least one Business Day before or prior to the time of pricing of such Underwritten Offering. Holders Any Holder may deliver written notice (an “Opt-Out Notice”) to the Company Partnership requesting that such Holder not receive notice from the Company Partnership of any proposed Underwritten Offering; provided, however, that such Holder may later revoke any such Opt-Out Notice in writing (which Opt-Out Notice shall be effective as to an Underwritten Offering provided the Partnership received such Opt-Out Notice at least ten (10) Business Days prior to five Business Day before the time day of pricing of such underwritten offeringUnderwritten Offering (or two (2) Business Days prior to the day of pricing in the case of an overnight or bought Underwritten Offering). Following receipt of an Opt-Out Notice from a Holder (unless subsequently revoked), the Company Partnership shall not be required to deliver any notice to such Holder pursuant to this Section 2.02(a) and such Holder (unless such Holder’s Opt-Out Notice is subsequently revoked) shall no longer be entitled to participate in Underwritten Offerings by the Company Partnership pursuant to this Section 2.02(a). The Holders indicated on Schedule A hereto as having opted out shall each be deemed to have delivered an Opt-Out Notice as of the date hereof.

Participation. So long as a Holder has Registrable Securities, if If the Company proposes to file (i) a shelf registration statement other than a the Registration Statement contemplated by Section 2.01 and other than a registration statement on Forms S-4 or S-8 and any successor forms2.01(a), (ii) a prospectus supplement to an effective shelf registration statement relating to the sale of equity securities of the Companystatement, other than a the Registration Statement contemplated by Section 2.01 2.01(a) of this Agreement and Holders may be included without the filing of a post-effective amendment thereto, or (iii) a registration statement, other than a shelf registration statement, and other than a registration statement on Forms S-4 or S-8 and any successor forms, in each case, for the sale of Common Stock in an Underwritten Offering for its own account or that of and/or another Person, or boththen 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, then the Company shall give prompt written notice (including, but not limited to, notification by electronic mail) of such proposed Underwritten Offering to each Holder (together with its intention to effect such registration Affiliates) holding at least five Business Days before the proposed date of filing $15 million of the applicable Registration Statement or prospectus supplement, or at least two Business Days in connection with any overnight or bought Underwritten Offering, to then-outstanding Registrable Securities (based on the Holders Aggregate Purchase Price) and such notice shall (A) describe the intended method(s) of distribution, and the name of the proposed Managing Underwriter or Underwriters, if any, in offer such offering and (B) offer the Holders the opportunity to include in such registration statement, prospectus supplement or Underwritten Offering, as the case may be, Offering such number of Registrable Securities (the “Included Registrable Securities”) as the Holders each such Holder may request in writing (such request may include the Registrable Securities to be included on behalf of any other Holder, as specified by the Holders)writing; provided, however, that if the Company has been advised by the Managing Underwriter of any such Underwritten Offering that the inclusion of all Registrable Securities that for sale for the Selling benefit of the Holders intend to include in such offering exceeds the number that can be sold in such offering without being likely to will have an adverse effect on the price, timing or distribution of the Common Stock in the Underwritten Offering, then (xA) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter without having such adverse effectUnderwriter, the Company shall not be required to offer such opportunity to the Holders or (yB) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter without having such adverse effectUnderwriter, then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.02(b) or in such other manner as such Selling Holders may agree). Any notice required to be provided in this Section 2.02(a) to the Holders shall be provided on a Business Day pursuant to Section 3.01 hereof and receipt of such notice shall be confirmed by the HoldersHolder. Holders Each such Holder 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 Holders a Holder is received within the specified time, each such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, the Company shall determine for any reason not to undertake or to delay such Underwritten Offering, the Company may, at its election, give written notice of such determination to the Selling Holders and, (1x) 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 (2y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities as part of such Underwritten Offering for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in such Underwritten Offering by giving written notice to the Company of such withdrawal at least one Business Day before or prior to the time of pricing of such Underwritten Offering. Holders Any Holder may deliver written notice (an “Opt-Out Notice”) to the Company requesting that such Holder not receive notice from the Company of any proposed Underwritten Offering; provided, however, that such Holder may later revoke any such Opt-Out Notice in writing prior to five Business Day before the time of pricing of such underwritten offeringwriting. Following receipt of an Opt-Out Notice from a Holder (unless subsequently revoked), the Company shall not be required to deliver any notice to such Holder pursuant to this Section 2.02(a) and such Holder (unless such Holder’s Opt-Out Notice is subsequently revoked) shall no longer be entitled to participate in Underwritten Offerings by the Company pursuant to this Section 2.02(a). The Holders indicated on Schedule A hereto as having opted out shall each be deemed to have delivered an Opt-Out Notice as of the date hereof.

Participation. So long as a Holder has Registrable Securities, if If the Company proposes to file (i) a shelf registration statement other than a Registration Statement contemplated by Section 2.01 and other than a registration statement on Forms S-4 or S-8 and any successor forms, (ii) a prospectus supplement to an effective shelf registration statement relating to the sale of equity securities of the Company, other than a Registration Statement contemplated by Section 2.01 and Holders may be included in the offering to which such prospectus supplement relates without the filing of a post-effective amendment thereto, or (iii) a registration statement, other than a to such shelf registration statement, and other than a registration statement on Forms S-4 or S-8 and any successor forms, in each case, for the sale of Common Stock in an Underwritten Offering for its own account or that of and/or another Person, or boththen as soon as practicable following the engagement of counsel by the Company to prepare the documents to be used in connection with such Underwritten Offering, then the Company shall give prompt written notice (including notification by electronic mail) of its intention such proposed Underwritten Offering to effect such registration each Holder holding at least five Business Days before the proposed date of filing percent (5%) of the applicable Registration Statement or prospectus supplement, or at least two Business Days in connection with any overnight or bought Underwritten Offering, to the Holders then outstanding Registrable Securities and such notice shall (A) describe the intended method(s) of distribution, and the name of the proposed Managing Underwriter or Underwriters, if any, in offer such offering and (B) offer the Holders the opportunity to include in such registration statement, prospectus supplement or Underwritten Offering, as the case may be, Offering such number of Registrable Securities (the “Included Registrable Securities”) as the Holders each such Holder may request in writing (such request may include the Registrable Securities to be included on behalf of any other Holder, as specified by the Holders)writing; provided, however, that if the Company has been advised by the Managing Underwriter of any such Underwritten Offering Underwriter(s) that the inclusion of all Registrable Securities that for sale for the Selling benefit of the Holders intend to include in such offering exceeds the number that can be sold in such offering without being likely to will have an adverse effect on the price, timing or distribution of the Common Stock in the Underwritten Offering, then (xA) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter without having such adverse effectUnderwriter(s), the Company shall not be required to offer such opportunity to the Holders or (yB) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter without having such adverse effectUnderwriter(s), then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.02(b) or 2.03(b). Subject to Section 2.03(b), the Company shall include in such other manner as such Selling Holders may agree. Any notice required Underwritten Offering all included Registrable Securities with respect to be provided in this Section 2.02(awhich the Company has received requests within two (2) to the Holders shall be provided on a Business Day and receipt of such notice shall be confirmed by the Holders. Holders shall then have two Business Days (or one (1) Business Day in connection with any overnight a “bought deal” or bought an “overnight” Underwritten Offering) after the Company’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 Holders a Holder is received within the specified time, each such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, the Company shall determine for any reason not to undertake or to delay such Underwritten Offering, the Company may, at its election, give written notice of such determination to the Selling Holders and, (1x) 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 (2y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities as part of such Underwritten Offering for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in such Underwritten Offering by giving written notice to the Company of such withdrawal at least one Business Day before or prior to the time of pricing of such Underwritten Offering. Holders may deliver written notice (an “Opt-Out Notice”) to the Company requesting that such Holder not receive notice from the Company of any proposed Underwritten Offering; provided, however, that such Holder may later revoke any such Opt-Out Notice in writing prior to five Business Day before the time of pricing of such underwritten offering. Following receipt of an Opt-Out Notice from a Holder (unless subsequently revoked), the Company shall not be required to deliver any notice to such Holder pursuant to this Section 2.02(a) and such Holder (unless such Holder’s Opt-Out Notice is subsequently revoked) shall no longer be entitled to participate in Underwritten Offerings by the Company pursuant to this Section 2.02(a).

Participation. So long as a Holder has Registrable Securities, if If the Company at any time proposes to file a Registration Statement with respect to any Company Public Sale (other than (i) a shelf registration statement other than a Registration Statement contemplated by Section 2.01 and other than a registration statement on Forms S-4 or S-8 and any successor formsproposed to ​ ​ be filed in connection with the IPO, (ii) a prospectus supplement to an effective shelf registration statement relating to the sale of equity securities of the Company, other than a Registration Statement contemplated by under Section 2.01 and or Section 2.02, it being understood that this clause (ii) does not limit the rights of Holders may be included without to make written requests pursuant to Sections 2.01 or 2.02 or otherwise limit the filing of a post-effective amendment theretoapplicability thereof, or (iii) a registration statementRegistration Statement on Form S-4 or Form S-8, other than a shelf registration statement, and other than (iv) a registration statement on Forms S-4 of securities solely relating to an offering and sale to employees, directors or S-8 consultants of the Company or its Subsidiaries pursuant to any employee stock plan or other employee benefit plan arrangement, (v) a registration not otherwise covered by clause (iii) above pursuant to which the Company is offering to exchange its own securities for other securities, (vi) a Registration Statement relating solely to dividend reinvestment or similar plans or (vii) a Shelf Registration Statement pursuant to which only the initial purchasers and subsequent transferees of debt securities of the Company or any of its Subsidiaries that are convertible or exchangeable for Company Shares and that are initially issued pursuant to Rule 144A and/or Regulation S (or any successor forms, in each case, for provisions) of the sale of Common Stock in an Underwritten Offering for its own account or that of another Person, or both, then Securities Act may resell such notes and sell the Company shall give prompt written notice of its intention Shares into which such notes may be converted or exchanged), then, (A) as soon as practicable (but in no event less than thirty (30) days prior to effect such registration at least five Business Days before the proposed date of filing of such Registration Statement), the applicable Registration Statement or prospectus supplement, or at least two Business Days in connection with any overnight or bought Underwritten Offering, Company shall give written notice of such proposed filing to the Holders Institutional Investor, and such notice shall (A) describe the intended method(s) of distribution, and the name of the proposed Managing Underwriter or Underwriters, if any, in such offering and (B) offer the Holders each Institutional Investor the opportunity to include in Register under such registration statement, prospectus supplement or Underwritten Offering, as the case may be, Registration Statement such number of Registrable Securities (the “Included Registrable Securities”) as the Holders such Institutional Investor may request in writing delivered to the Company within ten (10) days of delivery of such request may include written notice by the Company, and (B) subject to Section 2.03(c), as soon as practicable after the expiration of such ten (10) -day period (but in no event less than fifteen (15) days prior to the proposed date of filing of such Registration Statement), the Company shall give written notice of such proposed filing to the Holders (other than the Institutional Investor), and such notice shall offer each such Holder the opportunity to Register under such Registration Statement such number of Registrable Securities as such Holder may request in writing within ten (10) days of delivery of such written notice by the Company. Subject to Sections 2.03(b) and (c), the Company shall include in such Registration Statement all such Registrable Securities that are requested by Holders to be included on behalf of any other Holder, as specified by therein in compliance with the Holdersimmediately foregoing sentence (a “Piggyback Registration”); provided, howeverthat, that if the Company has been advised by the Managing Underwriter of any such Underwritten Offering that the inclusion of all Registrable Securities that the Selling Holders intend to include in such offering exceeds the number that can be sold in such offering without being likely to have an adverse effect on the price, timing or distribution of the Common Stock in the Underwritten Offering, then (x) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter without having such adverse effect, the Company shall not be required to offer such opportunity to the Holders or (y) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter without having such adverse effect, then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.02(b) or in such other manner as such Selling Holders may agree. Any notice required to be provided in this Section 2.02(a) to the Holders shall be provided on a Business Day and receipt of such notice shall be confirmed by the Holders. Holders 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 Holders is received within the specified time, each such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of 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, 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, the Company may, at its election, shall give written notice of such determination to the Selling Holders each Holder that had requested to Register its, his or her Registrable Securities in such Registration Statement and, thereupon, (1) in the case of a 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 (but not from its obligation to pay the Registration Expenses in connection therewith, to the extent payable), without prejudice, however, to the rights of the Institutional Investors to request that such Registration be effected as a Demand Registration under Section 2.01, and (2) in the case of a determination to delay Registering, in the absence of a request by the Institutional Investors to request that such Underwritten OfferingRegistration be effected as a Demand Registration under Section 2.01, shall be permitted to delay offering Registering any Included Registrable Securities as part of such Underwritten Offering Securities, for the same period as the delay in Registering the Underwritten Offeringother equity securities covered by such Piggyback Registration. Any Selling Holder shall have If the right offering pursuant to withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in such Underwritten Offering by giving written notice Registration Statement is to the Company of such withdrawal at least one Business Day before the time of pricing of such Underwritten Offering. Holders may deliver written notice (an “Opt-Out Notice”) to the Company requesting that such Holder not receive notice from the Company of any proposed Underwritten Offering; provided, however, that such Holder may later revoke any such Opt-Out Notice in writing prior to five Business Day before the time of pricing of such underwritten offering. Following receipt of an Opt-Out Notice from a Holder (unless subsequently revoked)be underwritten, the Company shall not be required to deliver any so advise the Holders as a part of the written notice to such given pursuant this Section 2.03(a), and each Holder making a request for a Piggyback Registration pursuant to this Section 2.02(a2.03(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 2.03(b) and (c). If the offering pursuant to such Holder (unless such Holder’s Opt-Out Notice Registration Statement is subsequently revoked) shall no longer to be entitled to participate in Underwritten Offerings by on any other basis, the Company shall so advise the Holders as part of the written notice given pursuant to this Section 2.02(a2.03(a)., and each Holder making a request for a Piggyback Registration pursuant to this Section 2.03(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 2.03(b) and (c). Each Holder shall be permitted to withdraw all or part of its Registrable Securities from a Piggyback Registration at any time prior to the effectiveness of such Registration Statement. ​ ​ ​

Participation. So long as a Holder has Registrable Securities, if If the Company Partnership proposes to file (i) a shelf registration statement other than a Registration Statement contemplated by Section 2.01 and other than a registration statement on Forms S-4 or S-8 and any successor forms, (ii) a prospectus supplement to an effective shelf registration statement relating to the sale of equity securities of the Company, other than a Shelf Registration Statement contemplated by Section 2.01 and Holders may be included in the offering to which such prospectus supplement relates without the filing of a post-effective amendment thereto, or (iii) a registration statement, other than a shelf registration statement, and other than a registration statement on Forms S-4 or S-8 and any successor formsto such Shelf Registration Statement, in each case, for the sale of Common Stock Units in an Underwritten Offering for its own account or that of and/or another Person, or both, then as soon as practicable following the Company shall give prompt written notice engagement of its intention counsel by the Partnership to effect such registration at least five Business Days before prepare the proposed date of filing of the applicable Registration Statement or prospectus supplement, or at least two Business Days documents to be used in connection with any overnight or bought such Underwritten Offering, the Partnership shall give notice (including notification by electronic mail) of such proposed Underwritten Offering to each Holder holding at least 5% of the Holders then-outstanding Registrable Securities and such notice shall (A) describe the intended method(s) of distribution, and the name of the proposed Managing Underwriter or Underwriters, if any, in offer such offering and (B) offer the Holders the opportunity to include in such registration statement, prospectus supplement or Underwritten Offering, as the case may be, Offering such number of Registrable Securities (the “Included Registrable Securities”) as the Holders each such Holder may request in writing (such request may include the Registrable Securities to be included on behalf of any other Holder, as specified by the Holders)writing; provided, however, that if the Company Partnership has been advised by the Managing Underwriter of any such Underwritten Offering Underwriter(s) that the inclusion of all Registrable Securities that for sale for the Selling benefit of the Holders intend to include in such offering exceeds the number that can be sold in such offering without being likely to will have an adverse effect on the price, timing or distribution of the Common Stock Units in the Underwritten Offering, then (xA) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter without having such adverse effectUnderwriter(s), the Company Partnership shall not be required to offer such opportunity to the Holders or (yB) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter without having such adverse effectUnderwriter(s), then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.02(b) or 2.03(b). Subject to Section 2.03(b), the Partnership shall include in such other manner as such Selling Holders may agree. Any notice required Underwritten Offering all included Registrable Securities with respect to be provided in this Section 2.02(awhich the Partnership has received requests within two (2) to the Holders shall be provided on a Business Day and receipt of such notice shall be confirmed by the Holders. Holders shall then have two Business Days (or one (1) Business Day in connection with any overnight a “bought deal” or bought an “overnight” Underwritten Offering) after the 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 Holders a Holder is received within the specified time, each such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, the Company Partnership shall determine for any reason not to undertake or to delay such Underwritten Offering, the Company Partnership may, at its election, give written notice of such determination to the Selling Holders and, (1x) 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 (2y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities as part of such Underwritten Offering for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in such Underwritten Offering by giving written notice to the Company Partnership of such withdrawal at least one Business Day before or prior to the time of pricing of such Underwritten Offering. Holders may deliver written notice (an “Opt-Out Notice”) to the Company requesting that such Holder not receive notice from the Company of any proposed Underwritten Offering; provided, however, that such Holder may later revoke any such Opt-Out Notice in writing prior to five Business Day before the time of pricing of such underwritten offering. Following receipt of an Opt-Out Notice from a Holder (unless subsequently revoked), the Company shall not be required to deliver any notice to such Holder pursuant to this Section 2.02(a) and such Holder (unless such Holder’s Opt-Out Notice is subsequently revoked) shall no longer be entitled to participate in Underwritten Offerings by the Company pursuant to this Section 2.02(a).

Participation. So long as a Holder has Registrable SecuritiesIf, if following the closing date of the IPO, the Company at any time proposes to sell in an underwritten Public Offering (including, for the avoidance of doubt, a “take-down” pursuant to a prospectus supplement to Shelf Registration Statement) or file a Registration Statement with respect to any offering of its equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities (“Company Securities”), for its own account or for the account of any other Persons (other than (i) a shelf registration statement other than a an underwritten Public Offering or Registration Statement contemplated by under Section 2.01 and other than a registration statement on Forms S-4 or S-8 and any successor forms3, (ii) a prospectus supplement to an effective shelf registration statement relating to the sale of equity securities of the Company, other than a Registration Statement contemplated by Section 2.01 and Holders may be included without the filing of a post-effective amendment theretoon Form X-0, Xxxx X-0, Form F-8 or Form S-8 or any successor form to such forms, or (iii) a registration statementof Ordinary Shares solely relating to an offering and sale to employees or directors of the Company pursuant to any employee share plan or other employee benefit plan arrangement, other then, as soon as reasonably practicable (but in no event less than a shelf registration statementten (10) calendar days prior to the proposed date of the launch of the underwritten Public Offering or the filing of such Registration Statement, and other than a registration statement on Forms S-4 or S-8 and any successor formsas applicable), in each case, for the sale of Common Stock in an Underwritten Offering for its own account or that of another Person, or both, then the Company shall give prompt written notice of its intention to effect such registration at least five Business Days before the proposed date of offering or filing of the applicable Registration Statement or prospectus supplement, or at least two Business Days in connection with any overnight or bought Underwritten Offering, to the Holders (which notices shall describe the amount and type of securities to be included in such notice shall (A) describe offering, the intended method(s) of distribution, and the name of the proposed Managing Underwriter managing underwriter or Underwritersunderwriters, if any, in such offering offering), and (B) such notice shall offer the Holders the opportunity right to register under such Registration Statement or include in such registration statement, prospectus supplement or Underwritten Offering, as the case may be, underwritten Public Offering such number of Registrable Securities (the “Included Registrable Securities”) as the Holders each such Holder may request in writing (such request may include the Registrable Securities a “Piggyback Registration”). Subject to be included on behalf of any other Holder, as specified by the HoldersSection 4(b) and Section 4(c); provided, however, that if the Company has been advised by the Managing Underwriter of any such Underwritten Offering that the inclusion of all Registrable Securities that the Selling Holders intend to include in such offering exceeds the number that can be sold in such offering without being likely to have an adverse effect on the price, timing or distribution of the Common Stock in the Underwritten Offering, then (x) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter without having such adverse effect, the Company shall not be required to offer include in such opportunity to the Holders Registration Statement or (y) if any underwritten Public Offering all such Registrable Securities can that are requested to be included in therein within five (5) calendar days after the Underwritten Offering in the opinion receipt by such Holders of the Managing Underwriter without having any such adverse effectnotice; provided, then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.02(b) or in such other manner as such Selling Holders may agree. Any notice required to be provided in this Section 2.02(a) to the Holders shall be provided on a Business Day and receipt of such notice shall be confirmed by the Holders. Holders 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 Holders is received within the specified time, each such Holder shall have no further right to participate in such Underwritten Offering. If, that if at any time after giving written notice of its intention to undertake sell any Company Securities in an Underwritten underwritten Public Offering and prior to the closing launch date, or to register any Company Securities and prior to the effective date of the Registration Statement filed in connection with such Underwritten Offeringregistration, the Company shall determine for any reason not to undertake sell or register or to delay such Underwritten Offeringsale or registration, the Company may, at its election, shall give prompt written notice of such determination to the Selling Holders each Holder and, thereupon, (1A) in the case of a determination not to undertake such Underwritten Offeringsell or register, shall be relieved of its obligation to sell register any Included Registrable Securities in connection with such terminated sale or registration (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of the Holders with respect to a Shelf Registration, including the right to request an Underwritten OfferingShelf Takedown related thereto (subject to the provisions governing withdrawal set forth in Section 3(e)(i) or (ii)), and (2B) in the case of a determination to delay such selling or registering, in the absence of a Shelf Registration or request for an Underwritten OfferingShelf Takedown related thereto, shall be permitted to delay offering selling or registering any Included Registrable Securities as part of such Underwritten Offering Securities, for the same period as the delay in registering such other Company Securities; provided, that if such registration or sale involves an underwritten Public Offering, all such Holders requesting to be included in the Underwritten Offering. Any Selling Holder shall have the right to withdraw such Selling HolderCompany’s request for inclusion of such Selling Holder’s registration or sale must sell their Registrable Securities to the underwriters on the same terms and conditions as apply to the Company or the other Person requesting such registration or sale, as applicable, with, in the case of a combined primary and secondary offering, such differences, including any with respect to representations and warranties and indemnification, as may be customary or appropriate in combined primary and secondary offerings, and the Company shall make arrangements with the managing underwriter or underwriters so that each such Holder may participate in such Underwritten Offering by giving written notice to on the Company of such withdrawal at least one Business Day before the time of pricing of such Underwritten Offering. Holders may deliver written notice (an “Opt-Out Notice”) to the Company requesting that such Holder not receive notice from the Company of any proposed Underwritten Offering; provided, however, that such Holder may later revoke any such Opt-Out Notice in writing prior to five Business Day before the time of pricing of such underwritten offering. Following receipt of an Opt-Out Notice from a Holder (unless subsequently revoked), the Company shall not be required to deliver any notice to such Holder pursuant to this Section 2.02(a) and such Holder (unless such Holder’s Opt-Out Notice is subsequently revoked) shall no longer be entitled to participate in Underwritten Offerings by the Company pursuant to this Section 2.02(a)foregoing terms.

Participation. So long as a Holder has Registrable Securities, if If the Company at any time at or after the IPO, for its own account or for the account of any other Persons, proposes to file a Registration Statement with respect to any offering of its equity securities or conduct an Underwritten Offering pursuant to an existing Registration Statement (other than (i) a shelf registration statement other than a Demand Registration Statement contemplated by or Shelf Take-Down under Section 2.01 and other than a registration statement on Forms S-4 or S-8 and any successor formsSection 2.02, it being understood that this clause (i) does not limit the rights of Holders to make written requests pursuant to Section 2.01 or Section 2.02, or otherwise limit the applicability thereof; (ii) a prospectus supplement to an effective shelf registration statement relating to the sale of equity securities of the Company, other than a Registration Statement contemplated by Section 2.01 and Holders may be included without on Form F-4 or S-8 (or such other similar successor forms then in effect under the filing of a post-effective amendment thereto, or Securities Act); (iii) a registration statementof 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 than a shelf registration statement, and other than employee benefit plan arrangement; (iv) a registration statement on Forms S-4 or S-8 and any successor forms, in each case, for not otherwise covered by clause (ii) above pursuant to which the sale of Common Stock in an Underwritten Offering for Company is offering to exchange its own account securities for other securities; (v) a Registration Statement relating solely to dividend reinvestment or that of another Personsimilar plans; or (vi) a Registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a Registration Statement), or boththen, then the Company shall give prompt written notice of its intention to effect such registration at least five as soon as practicable (but in no event less than ten (10) Business Days before prior to the proposed date of filing of the applicable such Registration Statement or prospectus supplementor, or at least two Business Days in connection with the case of any overnight or bought such Underwritten Offering, the anticipated pricing date), the Company shall deliver a written notice of such proposed filing or offering to the Holders all Holders, and such notice shall (A) describe the intended method(s) of distribution, and the name of the proposed Managing Underwriter or Underwriters, if any, in offer such offering and (B) offer the Holders the opportunity to Register under such Registration Statement or include in such registration statement, prospectus supplement or Underwritten Offering, as the case may be, offering such number of Registrable Securities (the “Included Registrable Securities”) as the such Holders may request in writing (such request may include the Registrable Securities delivered to be included on behalf of any other Holder, as specified by the Holders); provided, however, that if the Company within five (5) Business Days after the date that such written notice has been advised by the Managing Underwriter of any such Underwritten Offering that the inclusion of all Registrable Securities that the Selling Holders intend delivered. Subject to include in such offering exceeds the number that can be sold in such offering without being likely to have an adverse effect on the price, timing or distribution of the Common Stock in the Underwritten Offering, then (x) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter without having such adverse effectSection 2.03(b), the Company shall not be required to offer include in such opportunity to the Holders Registration Statement or (y) if any offering all such Registrable Securities can that are requested by Holders to be included therein in compliance with the Underwritten Offering in the opinion of the Managing Underwriter without having such adverse effect, then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.02(b) or in such other manner as such Selling Holders may agree. Any notice required to be immediately foregoing sentence (a “Piggyback Registration”); provided in this Section 2.02(a) to the Holders shall be provided on a Business Day and receipt of such notice shall be confirmed by the Holders. Holders 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 Holders is received within the specified time, each such Holder shall have no further right to participate in such Underwritten Offering. If, that 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 Piggyback Registration or the pricing date of such Underwritten Offeringoffering, as applicable, the Company shall determine for any reason not to undertake Register or sell or to delay Registration or offering of the equity securities covered by such Underwritten OfferingPiggyback Registration, the Company may, at its election, shall give written notice of such determination to the Selling Holders each Holder that had requested to Register its, his or her Registrable Securities in such Registration Statement and, thereupon, (1) in the case of a determination not to undertake such Underwritten OfferingRegister, shall be relieved of its obligation to Register or sell any Included Registrable Securities in connection with such terminated Underwritten OfferingRegistration or offering (but not from its obligation to pay the Registration Expenses in connection therewith), and (2) in the case of a determination to delay Registering or selling, in the absence of a request by any Holder to request that such Underwritten OfferingRegistration be effected as a Demand Registration under Section 2.01(a), shall be permitted to delay offering Registering or selling any Included Registrable Securities as part of such Underwritten Offering Securities, for the same period as the delay in Registering or selling the Underwritten Offering. Any Selling Holder shall have the right to withdraw other equity securities covered by such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in such Underwritten Offering by giving written notice to the Company of such withdrawal at least one Business Day before the time of pricing of such Underwritten Offering. Holders may deliver written notice (an “Opt-Out Notice”) to the Company requesting that such Holder not receive notice from the Company of any proposed Underwritten Offering; provided, however, that such Holder may later revoke any such Opt-Out Notice in writing prior to five Business Day before the time of pricing of such underwritten offering. Following receipt of an Opt-Out Notice from a Holder (unless subsequently revoked), the Company shall not be required to deliver any notice to such Holder pursuant to this Section 2.02(a) and such Holder (unless such Holder’s Opt-Out Notice is subsequently revoked) shall no longer be entitled to participate in Underwritten Offerings by the Company pursuant to this Section 2.02(a).Piggyback

Participation. So long as a Holder has Registrable Securities, if If at any time that is on or after 180 days after the Company date of the Closing the Partnership proposes to file (i) a shelf registration statement other than a Registration Statement contemplated by Section 2.01 and other than a registration statement on Forms S-4 or S-8 and any successor forms, (ii) a prospectus supplement to an effective shelf registration statement relating to the sale of equity securities of the Companystatement, other than a the Shelf Registration Statement contemplated by Section 2.01 and Holders may be included without the filing of a post-effective amendment thereto2.01, or (iiiii) a registration statement, other than a shelf registration statement, and other than a registration statement on Forms S-4 or S-8 and any successor forms, in each either case, for the sale of Common Stock Units in an Underwritten Offering for its own account or that of and/or another Person, then as soon as practicable but not less than three (3) Business Days prior to the filing of (x) any preliminary prospectus supplement to a prospectus relating to such Underwritten Offering pursuant to Rule 424(b) under the Securities Act, (y) the prospectus supplement to a prospectus relating to such Underwritten Offering pursuant to Rule 424(b) under the Securities Act (if no preliminary prospectus supplement is used) or both(z) such registration statement, then as the Company case may be, the Partnership shall give prompt written notice of its intention to effect such registration at least five Business Days before the proposed date of filing of the applicable Registration Statement or prospectus supplement, or at least two Business Days in connection with any overnight or bought Underwritten Offering, Offering to the Holders and such notice shall (A) describe the intended method(s) of distribution, and the name of the proposed Managing Underwriter or Underwriters, if any, in such offering and (B) offer the Holders the opportunity to include in such registration statement, prospectus supplement or Underwritten Offering, as the case may be, Offering such number of Registrable Securities (the “Included Registrable Securities”) as the Holders each such Holder may request in writing (writing; provided, that each such request may include the Registrable Securities Holder shall keep all information relating to be included on behalf of such Underwritten Offering in confidence and shall not make use of, disseminate or in any other Holder, as specified by the Holders)way disclose any such information; provided, however, that if the Company Partnership has been advised by the Managing Underwriter of any such Underwritten Offering that the inclusion of all Registrable Securities that for sale for the Selling benefit of the Holders intend to include in such offering exceeds the number that can be sold in such offering without being likely to will have an a material adverse effect on the price, timing or distribution of the Common Stock Units in the Underwritten Offering, then (x) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter without having such adverse effect, the Company shall not be required to offer such opportunity to the Holders or (y) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter without having such adverse effect, then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.02(b) or in such other manner as such Selling Holders may agree). Any The notice required to be provided in this Section 2.02(a) to the Holders shall be provided on a Business Day and receipt of pursuant to Section 3.01 hereof. Each such notice shall be confirmed by the Holders. Holders Holder shall then have two Business Days (or one Business Day in connection with any overnight or bought Underwritten Offering) 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 written request for inclusion from Holders a Holder is received within the specified time, each such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, the Company Partnership shall determine for any reason not to undertake or to delay such Underwritten Offering, the Company Partnership may, at its election, give written notice of such determination to the Selling Holders and, (1x) 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 (2y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities as part of such Underwritten Offering for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in such Underwritten Offering offering by giving written notice to the Company Partnership of such withdrawal at least one Business Day before up to and including the time of pricing of such Underwritten Offeringoffering. Holders 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 of Purchased Units, based on the purchase price per unit under the Purchase Agreement. Notwithstanding the foregoing, any Holder holding greater than $15 million of Purchased Units, based on the purchase price per unit under the Purchase Agreement, may deliver written notice (an “Opt-Opt Out Notice”) to the Company Partnership requesting that such Holder not receive notice from the Company Partnership of any proposed Underwritten Offering; provided, howeverthat, that such Holder may later revoke any such Opt-Opt Out Notice in writing prior to five Business Day before the time of pricing of such underwritten offeringNotice. Following receipt of an Opt-Opt Out Notice from a Holder (unless subsequently revoked), the Company Partnership shall not be required to deliver any notice to such Holder pursuant to this Section 2.02(a) and such Holder (unless such Holder’s Opt-Out Notice is subsequently revoked) shall no longer be entitled to participate in Underwritten Offerings by the Company Partnership pursuant to this Section 2.02(a).

Participation. So long as a Holder Unitholder has Registrable Securities, if at any time the Company Partnership proposes to file (i) a shelf registration statement other than and such Unitholder has not previously included its Registrable Securities in a Registration Statement contemplated by Section 2.01 and other than a registration statement on Forms S-4 2.1(a) of this Agreement that is currently effective, or S-8 and any successor forms, (ii) a prospectus supplement to an effective registration statement, so long as the Registrable Securities are included in the underlying shelf registration statement relating to the sale of equity securities of the Company, other than a Registration Statement contemplated by Section 2.01 and Holders or are included on an effective Registration Statement, or in any case in which Unitholders may be included participate in such offering without the filing of a post-effective amendment thereto, or (iii) a registration statement, other than a shelf registration statement, and other than a registration statement on Forms S-4 or S-8 and any successor formsamendment, in each case, for the sale of Common Stock Units in an Underwritten Offering underwritten offering for its own account or that of 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 both(c) a registration statement on any registration form which does not permit secondary sales, then as soon as reasonably practicable following the Company shall give prompt written notice engagement of its intention counsel by the Partnership to effect such registration at least five Business Days before prepare the proposed date of filing of the applicable Registration Statement or prospectus supplement, or at least two Business Days documents to be used in connection with any overnight or bought Underwritten Offeringan underwritten offering, the Partnership shall give notice (which may be limited to notification by electronic mail) of such proposed underwritten offering to each Unitholder (together with its Affiliates) holding at least $15 million of the then-outstanding Registrable Securities (calculated based on the volume-weighted average trading price of the Common Units for the 20 Business Days prior to the Holders date of such notice) and such notice shall (A) describe the intended method(s) of distribution, and the name of the proposed Managing Underwriter or Underwriters, if any, in offer such offering and (B) offer the Holders Unitholders the opportunity to include in such registration statement, prospectus supplement or Underwritten Offering, as the case may be, underwritten offering such number of Registrable Securities (the “Included Registrable Securities”) as the Holders each such Unitholder may request in writing (such request may include the Registrable Securities to be included on behalf of any other Holder, as specified by the Holders)writing; provided, however, that (A) the Partnership shall not be required to provide such opportunity unless the Unitholders propose to offer, in the aggregate, at least $50 million of Registrable 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 (B) if the Company Partnership has been advised by the Managing managing Underwriter of any or Underwriters for such Underwritten Offering underwritten offering that the inclusion of all Registrable Securities that for sale for the Selling Holders intend to include in such offering exceeds benefit of the number that can be sold in such offering without being likely to Unitholders will have an adverse effect on the price, timing or distribution of the Common Stock Units in the Underwritten Offeringunderwritten offering, then (x1) if no Registrable Securities can be included in the Underwritten Offering underwritten offering in the opinion of the Managing managing Underwriter without having such adverse effector Underwriters, the Company Partnership shall not be required to offer such opportunity to the Holders Unitholders or (y2) if any Registrable Securities can be included in the Underwritten Offering underwritten offering in the opinion of the Managing managing Underwriter without having such adverse effector 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 2.02(b) or in such other manner as such Selling Holders may agree2.1(d)(ii). Any notice required to be provided in this Section 2.02(a2.2(a) to the Holders Unitholders shall be provided on a Business Day pursuant to Section 4.1 hereof and receipt of such notice shall be confirmed by the HoldersUnitholder. Holders Each such Unitholder shall then have two (2) Business Days (or one (1) Business Day in connection with any overnight or bought Underwritten Offeringunderwritten 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 Holders a Unitholder is received within the specified time, each such Holder Unitholder shall have no further right to participate in such Underwritten Offeringunderwritten offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering underwritten offering and prior to the closing of such Underwritten Offeringunderwritten offering, the Company Partnership shall determine for any reason not to undertake or to delay such Underwritten Offeringunderwritten offering, the Company Partnership may, at its election, give written notice of such determination to the Selling Holders Unitholders and, (1x) 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 (2y) in the case of a determination to delay such Underwritten Offeringunderwritten 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 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 the Company Partnership of such withdrawal at least one Business Day before or prior to the time of pricing of such Underwritten Offeringunderwritten offering. Holders Any 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 (an “Opt-Out Notice”) to the Company Partnership requesting that such Holder Unitholder not receive notice from the Company Partnership of any proposed Underwritten Offeringunderwritten offering; provided, however, that such Holder Unitholder may later revoke any such Opt-Out Notice in writing prior to five Business Day before the time of pricing of such underwritten offeringwriting. Following receipt of an Opt-Out Notice from a Holder Unitholder (unless subsequently revoked), the Company Partnership shall not be required to deliver any notice to such Holder Unitholder pursuant to this Section 2.02(a2.2(a) and such Holder (unless such Holder’s Opt-Out Notice is subsequently revoked) Unitholder shall no longer be entitled to participate in Underwritten Offerings underwritten offerings by the Company Partnership pursuant to this Section 2.02(a)2.2.

Participation. So long as a Holder has Registrable Securities, if If at any time the Company proposes to file (i) a shelf registration statement other than a Registration Statement contemplated by Section 2.01 and other than a registration statement on Forms S-4 or S-8 and any successor forms2.01, (ii) a prospectus supplement to an effective shelf registration statement relating to the sale of equity securities of the Companystatement, other than a Registration Statement contemplated by Section 2.01 2.01, and the Registrable Securities of Holders may be included in the offering to which such prospectus supplement relates without the filing of a post-effective amendment theretoto such registration statement that requires the Company to request acceleration of the same from the SEC, or (iii) a registration statement, other than a shelf registration statement, and other than a registration statement on Forms S-4 or S-8 and in any successor forms, in each case, for the sale of Common Stock in an Underwritten Offering for its own account or that and/or another Person (other than a Holder), then as soon as practicable following the engagement of another Personcounsel by the Company to prepare the shelf registration statement, prospectus supplement, or bothregistration statement, then as applicable, the Company shall give prompt written notice of its intention thereof to effect such registration at least five Business Days before the proposed date of filing of the applicable Registration Statement or prospectus supplement, or at least two Business Days in connection with any overnight or bought Underwritten Offering, to the Holders each Holder holding outstanding Registrable Securities and such notice shall (A) describe the intended method(s) of distribution, and the name of the proposed Managing Underwriter or Underwriters, if any, in offer such offering and (B) offer the Holders Holder the opportunity to include in such shelf registration statement, prospectus supplement supplement, or Underwritten Offering, as the case may beregistration statement, such number of Registrable Securities (the “Included Registrable Securities”) as the Holders each such Holder may request in writing (such request may include the Registrable Securities to be included on behalf of any other Holder, as specified by the Holders)writing; provided, however, that if the Company has been advised by the Managing Underwriter of any such Underwritten Offering that the inclusion of all Registrable Securities that for sale for the Selling benefit of the Holders intend to include in such offering exceeds the number that can will reasonably be sold in such offering without being likely expected to have an adverse effect on the price, timing or distribution of the Common Stock in the Underwritten Offering, then (xa) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter without having such adverse effect, the Company shall not be required to offer such the opportunity to participate in such Underwritten Offering to the Holders, in which case the Company shall provide the Holders written advisement of their exclusion (which notice need not include any explanation of the reasons for the exclusion) from the Underwritten Offering no later than 24 hours after the pricing of the Underwritten Offering, or (yb) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter without having such adverse effectUnderwriter, then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.02(b), in which case the Company shall provide the Holders written advisement of their reduced participation (which notice need not include any explanation of the reasons for the reduced participation) or in such other manner as such Selling Holders may agreethe Underwritten Offering no later than 24 hours after the pricing of the Underwritten Offering. Any notice required to be provided in this Section 2.02(a) 2.02 to the Holders shall be provided on a Business Day pursuant to Section 3.01 hereof and receipt of such notice shall be confirmed by the HoldersHolder (provided that the failure of the Holder to confirm receipt shall not affect the validity or timing of delivery of such notice). Holders Each such Holder shall then have two three (3) Business Days (or one (1) Business Day in connection with any overnight or bought Underwritten Offering) after written notice has been delivered to request in writing the inclusion of Registrable Securities in the registration statement or Underwritten Offering, as applicable. If no written request for inclusion from Holders a Holder is received within the specified time, each such Holder shall have no further right to participate in such registration statement or Underwritten Offering, as applicable. If, at any time after giving written notice of its intention to undertake an Underwritten Offering pursuant to this Section 2.02 and prior to the closing pricing of such Underwritten Offering, the Company shall determine for any reason not to undertake or to delay such Underwritten Offering, the Company may, at its election, give written notice of such determination to the Selling Holders and, (1x) 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 (2y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities as part of such Underwritten Offering for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in such Underwritten Offering by giving written notice to the Company of such withdrawal at least one Business Day before prior to the time earlier of pricing the execution of the underwriting agreement or the execution of the custody agreement with respect to such Underwritten Offering. Holders may deliver written notice (an “Opt-Out Notice”) to the Company requesting that such Holder not receive notice from the Company of any proposed Underwritten Offering; provided, however, that such Holder may later revoke any such Opt-Out Notice in writing prior to five Business Day before the time of pricing of such underwritten offering. Following receipt of an Opt-Out Notice from a Holder (unless subsequently revoked), the Company shall not be required to deliver any notice to such Holder pursuant to this Section 2.02(a) and such Holder (unless such Holder’s Opt-Out Notice is subsequently revoked) shall no longer be entitled to participate in Underwritten Offerings by the Company pursuant to this Section 2.02(a).

Participation. So long as a Holder has Registrable SecuritiesSubject to Section 4.2 hereof, if at any time from and after the third anniversary of the Effective Date, the Company proposes to file a Registration Statement under the Securities Act with respect to any offering of any of its shares of Common Stock, whether or not by the Company for its own account (other than (i) a shelf registration statement other than a Registration Statement contemplated by Section 2.01 and other than a registration statement on Forms Form S-4 (or otherwise in connection with non-cash offerings, exchange offers, mergers or recapitalizations) or S-8 and or any successor formsform to such Forms, or (ii) a prospectus supplement any registration of securities as it relates to an effective shelf registration statement relating offering and sale to directors or employees of, or non-employee service providers to, the sale Company under bona fide benefits plans adopted by the Board of equity securities Directors of the Company, other than a Registration Statement contemplated Company and approved by Section 2.01 and Holders may be included without the filing of a post-effective amendment thereto, or (iii) a registration statement, other than a shelf registration statement, and other than a registration statement on Forms S-4 or S-8 and any successor forms, in each case, for the sale holders of Common Stock in an Underwritten Offering for its own account or that of another Personwhen required by law), or boththen, then as promptly as practicable, the Company shall give prompt written notice of its intention such proposed filing to effect such registration at least five Business Days before the proposed date each holder of filing of the applicable Registration Statement or prospectus supplement, or at least two Business Days in connection with any overnight or bought Underwritten Offering, to the Holders Registrable Securities and such notice shall (A) describe the intended method(s) of distribution, and the name of the proposed Managing Underwriter or Underwriters, if any, in such offering and (B) offer the Holders holders of Registrable Securities the opportunity to include in such registration statement, prospectus supplement or Underwritten Offering, as the case may be, register such number of Registrable Securities (the “Included Registrable Securities”) as the Holders each such holder may request (a "Piggyback Registration"). Subject to Section 4.2, the Company shall include in writing such Registration Statement all Registrable Securities requested within 15 days after the receipt of any such notice (such which request may include shall specify the Registrable Securities intended to be included on behalf disposed of any other Holder, as specified by the Holders); provided, however, that if the Company has been advised by the Managing Underwriter of any such Underwritten Offering that the inclusion of all Registrable Securities that the Selling Holders intend holder) to include in such offering exceeds the number that can be sold in such offering without being likely to have an adverse effect on the price, timing or distribution of the Common Stock in the Underwritten Offering, then (x) if no Registrable Securities can be included in the Underwritten Offering in Registration for such offering pursuant to a Piggyback Registration. Notwithstanding the opinion of the Managing Underwriter without having such adverse effectforegoing, the Company shall not be required obligated to offer such opportunity to include in a Piggyback Registration the Holders or (y) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter without having such adverse effect, then the amount shares of Registrable Securities requested to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.02(b) or in such other manner as such Selling Holders may agree. Any notice required to be provided in this Section 2.02(a) to the Holders shall be provided on included by a Business Day and receipt of such notice shall be confirmed by the Holders. Holders 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 holder of Registrable Securities if: (i) all (but not less than all) of the shares requested to be included by that holder could immediately be sold by that holder under Rule 144 under the Securities Act at a price substantially equivalent to the prevailing market price and (ii) the Company provides to that holder a written waiver and consent allowing such holder to sell or otherwise dispose of all of such shares requested to be included without limitation to the restrictions imposed by Section 5.1 hereof. The final determination of whether all of the shares could immediately be sold under Rule 144 shall be made in good faith by counsel for such holder after, among other things, considering the Underwritten Offeringpossible affiliate status of such holder. If no written request for inclusion from Holders is received within the specified time, each such Holder The Company shall have no further right to participate in such Underwritten Offering. If, the burden of establishing that the shares could immediately be sold at any time after giving written notice of its intention to undertake an Underwritten Offering and prior a price substantially equivalent to the closing prevailing market price. Each holder of such Underwritten Offering, the Company shall determine for any reason not to undertake or to delay such Underwritten Offering, the Company may, at its election, give written notice of such determination to the Selling Holders and, (1) 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 (2) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities as withdraw all or 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 holder's Registrable Securities in such Underwritten Offering by giving written notice from a Piggyback Registration at any time prior to the Company of such withdrawal at least one Business Day before the time of pricing of such Underwritten Offering. Holders may deliver written notice (an “Opt-Out Notice”) to the Company requesting that such Holder not receive notice from the Company of any proposed Underwritten Offering; provided, however, that such Holder may later revoke any such Opt-Out Notice in writing prior to five Business Day before the time of pricing of such underwritten offering. Following receipt of an Opt-Out Notice from a Holder (unless subsequently revoked), the Company shall not be required to deliver any notice to such Holder pursuant to this Section 2.02(a) and such Holder (unless such Holder’s Opt-Out Notice is subsequently revoked) shall no longer be entitled to participate in Underwritten Offerings by the Company pursuant to this Section 2.02(a)effective date thereof.

Participation. So long as a Holder has Registrable Securities, if If the Company at any time proposes to file a Registration Statement with respect to any offering of its equity securities for its own account or for the account of any other Persons (ia “Company Public Sale”) a shelf registration statement other than a Registration Statement contemplated by Section 2.01 and other than a registration statement (i) on Forms S-4 Form X-0, Xxxx X-0 or S-8 and any successor formsforms thereto, (ii) a prospectus supplement to an effective shelf registration statement relating to the sale of equity securities of the Companyfiled solely in connection with any employee benefit or dividend reinvestment plan, other than a Registration Statement contemplated by Section 2.01 and Holders may be included without the filing of a post-effective amendment thereto, or (iii) a registration statement, other than Registration Statement relating solely to a shelf registration statement, and other than a registration statement on Forms S-4 or S-8 and any successor forms, in each case, for Rule 145 transaction under the sale of Common Stock in an Underwritten Offering for its own account or that of another PersonSecurities Act, or both(iv) for any at-the-market offerings, then the Company shall give prompt written notice of its intention then, (A) as soon as practicable (but in no event less than 30 days prior to effect such registration at least five Business Days before the proposed date of filing of such Registration Statement), the applicable Registration Statement or prospectus supplement, or at least two Business Days in connection with any overnight or bought Underwritten Offering, Company shall give written notice of such proposed filing to the Holders Cartesian Investors, and such notice shall (A) describe the intended method(s) of distribution, and the name of the proposed Managing Underwriter or Underwriters, if any, in such offering and (B) offer the Holders each Cartesian Investor the opportunity to include in Register under such registration statement, prospectus supplement or Underwritten Offering, as the case may be, Registration Statement such number of Registrable Securities (the “Included Registrable Securities”) as the Holders such Cartesian Investor may request in writing delivered to the Company within ten (10) days of delivery of such request may include written notice by the Registrable Securities Company, and (B) subject to be included on behalf of any other HolderSection 2.01(c), as specified by soon as practicable after the Holdersexpiration of such 10-day period (but in no event less than fifteen (15) days prior to the proposed date of filing of such Registration Statement); provided, however, that if the Company has been advised by the Managing Underwriter of any such Underwritten Offering that the inclusion of all Registrable Securities that the Selling Holders intend to include in such offering exceeds the number that can be sold in such offering without being likely to have an adverse effect on the price, timing or distribution of the Common Stock in the Underwritten Offering, then (x) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter without having such adverse effect, the Company shall not be required to offer give written notice of such opportunity proposed filing to the Holders or (y) if any Registrable Securities can be included in other than the Underwritten Offering in Cartesian Investors), and such notice shall offer each such Holder the opinion of the Managing Underwriter without having opportunity to Register under such adverse effect, then the amount Registration Statement such number of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.02(b) or in such other manner as such Selling Holders Holder may agree. Any notice required to be provided in this Section 2.02(a) to the Holders shall be provided on a Business Day and receipt of such notice shall be confirmed by the Holders. Holders 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 within ten (10) days of delivery of such written notice by the inclusion of Company. Subject to Sections 2.01(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 Underwritten Offering. If no written request for inclusion from Holders is received within the specified time, each such Holder shall have no further right to participate in such Underwritten Offering. If, immediately foregoing sentence (a “Piggyback Registration”); provided that 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, 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, the Company may, at its election, shall give written notice of such determination to the Selling Holders each Holder that had requested to Register its, his or her Registrable Securities in such Registration Statement and, thereupon, (1) in the case of a 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 (but not from its obligation to pay the Registration Expenses in connection therewith, to the extent payable), and (2) in the case of a determination to delay such Underwritten OfferingRegistering, shall be permitted to delay offering Registering any Included Registrable Securities as part of such Underwritten Offering Securities, for the same period as the delay in Registering the Underwritten Offeringother equity securities covered by such Piggyback Registration. Any Selling Holder shall have If the right offering pursuant to withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in such Underwritten Offering by giving written notice Registration Statement is to the Company of such withdrawal at least one Business Day before the time of pricing of such Underwritten Offering. Holders may deliver written notice (an “Opt-Out Notice”) to the Company requesting that such Holder not receive notice from the Company of any proposed Underwritten Offering; provided, however, that such Holder may later revoke any such Opt-Out Notice in writing prior to five Business Day before the time of pricing of such underwritten offering. Following receipt of an Opt-Out Notice from a Holder (unless subsequently revoked)be underwritten, the Company shall not be required to deliver any so advise the Holders as a part of the written notice to such given pursuant this Section 2.01(a), and each Holder making a request for a Piggyback Registration pursuant to this Section 2.02(a2.01(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 Sections 2.01(b) and (c). If the offering pursuant to such Holder (unless such Holder’s Opt-Out Notice Registration Statement is subsequently revoked) shall no longer to be entitled to participate in Underwritten Offerings by on any other basis, the Company shall so advise the Holders as part of the written notice given pursuant to this Section 2.02(a2.01(a), and each Holder making a request for a Piggyback Registration pursuant to this Section 2.01(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 2.01(b) and (c). Each Holder shall be permitted to withdraw all or part of its Registrable Securities from a Piggyback Registration at any time prior to the effectiveness of such Registration Statement.

Participation. So long as a Holder has Registrable Securities, if If the Company Partnership proposes to file (i) a shelf registration statement other than a the Registration Statement contemplated by Section 2.01 and other than a registration statement on Forms S-4 or S-8 and any successor forms2.01, (ii) a prospectus supplement to an effective shelf registration statement relating to the sale of equity securities of the Companystatement, other than a the Registration Statement contemplated by Section 2.01 of this Agreement and Holders may be included without the filing of a post-effective amendment thereto, or (iii) a registration statement, other than a shelf registration statement, and other than a registration statement on Forms S-4 or S-8 and any successor forms, in each case, for the sale of Common Stock Units in an Underwritten Offering for its own account or that of and/or another Person, or boththen as soon as practicable following the engagement of counsel by the Partnership to prepare the documents to be used in connection with an Underwritten Offering, then the Company Partnership shall give prompt written notice (including, but not limited to, notification by electronic mail) of such proposed Underwritten Offering to each Holder (together with its intention to effect such registration Affiliates) holding Registrable Securities representing (x) at least five Business Days before percent (5.0%) of the proposed then-outstanding Common Units on a Fully Diluted Basis or (y) no less than all of the Registrable Securities held by the Investor as of the date of filing of the applicable Registration Statement or prospectus supplementthis Agreement, or at least two Business Days in connection with any overnight or bought Underwritten Offering, to the Holders and such notice shall (A) describe the intended method(s) of distribution, and the name of the proposed Managing Underwriter or Underwriters, if any, in offer such offering and (B) offer the Holders the opportunity to include in such registration statement, prospectus supplement or Underwritten Offering, as the case may be, Offering such number of Registrable Securities (the “Included Registrable Securities”) as the Holders each such Holder may request in writing (such request may include the Registrable Securities to be included on behalf of any other Holder, as specified by the Holders)writing; provided, however, that if the Company Partnership has been advised by the Managing Underwriter of any such Underwritten Offering that the inclusion of all Registrable Securities that for sale for the Selling benefit of the Holders intend to include in such offering exceeds the number that can be sold in such offering without being likely to will have an adverse effect on the price, timing or distribution of the Common Stock Units in the Underwritten Offering, then (xA) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter without having such adverse effectUnderwriter, the Company Partnership shall not be required to offer such opportunity to the Holders or (yB) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter without having such adverse effectUnderwriter, then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.02(b) or in such other manner as such Selling Holders may agree). Any notice required to be provided in this Section 2.02(a) to the Holders shall be provided on a Business Day and receipt of pursuant to Section 3.01 hereof. Each such notice shall be confirmed by the Holders. Holders Holder 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 Holders a Holder is received within the specified time, each such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, the Company Partnership shall determine for any reason not to undertake or to delay such Underwritten Offering, the Company Partnership may, at its election, give written notice of such determination to the Selling Holders and, (1x) 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 (2y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities as part of such Underwritten Offering for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in such Underwritten Offering by giving written notice to the Company Partnership of such withdrawal at least one Business Day before or prior to the time of pricing of such Underwritten Offering. Holders Any Holder may deliver written notice (an “Opt-Out Notice”) to the Company Partnership requesting that such Holder not receive notice from the Company Partnership of any proposed Underwritten Offering; provided, however, that such Holder may later revoke any such Opt-Out Notice in writing prior to five Business Day before the time of pricing of such underwritten offeringwriting. Following receipt of an Opt-Out Notice from a Holder (unless subsequently revoked), the Company Partnership shall not be required to deliver any notice to such Holder pursuant to this Section 2.02(a) and such Holder (unless such Holder’s Opt-Out Notice is subsequently revoked) shall no longer be entitled to participate in Underwritten Offerings by the Company Partnership pursuant to this Section 2.02(a).

Participation. So long as a Holder has Registrable SecuritiesIf, if following the date that is 180 days following the Closing Date, the Company at any time proposes to file sell in an underwritten Public Offering (i) including, for the avoidance of doubt, a shelf registration statement other than a Registration Statement contemplated by Section 2.01 and other than a registration statement on Forms S-4 or S-8 and any successor forms, (ii) “take-down” pursuant to a prospectus supplement to an effective shelf registration statement relating to the sale of equity securities of the Company, other than statement) or file a Registration Statement contemplated by with respect to any offering of its Common Stock for its own account or for the account of any other Persons (other than (i) a Registration Statement under Section 2.01 and 2 or 3 (it being understood that this clause (i) does not limit the rights of Holders may be included without the filing of to make written requests pursuant to Section 2(a)), (ii) a post-effective amendment theretoRegistration Statement on Form S-4 or Form S-8 or any successor form to such forms, or (iii) a registration statement, other than a shelf registration statement, and other than a registration statement on Forms S-4 or S-8 and any successor forms, in each case, for the sale of Common Stock solely relating to an offering and sale to employees or directors of the Company pursuant to any employee share plan or other employee benefit plan arrangement, or (iv) a registration in an Underwritten Offering for connection with a direct or indirect acquisition by the Company or one of its own account or that Subsidiaries of another PersonPerson or a similar business combination transaction, however structured) then, as soon as practicable (but in no event less than ten (10) calendar days prior to the proposed date of the launch of the underwritten Public Offering or boththe filing of such Registration Statement, then as applicable), the Company shall give prompt written notice of its intention to effect such registration at least five Business Days before the proposed date of offering or filing of the applicable Registration Statement or prospectus supplement, or at least two Business Days in connection with any overnight or bought Underwritten Offering, to the Holders Holders, and such notice shall (A) describe the intended method(s) of distribution, and the name of the proposed Managing Underwriter or Underwriters, if any, in such offering and (B) offer the Holders the opportunity to register under such Registration Statement or include in such registration statement, prospectus supplement or Underwritten Offering, as the case may be, underwritten Public Offering such number of Registrable Securities (the “Included Registrable Securities”) as the Holders each such Holder may request in writing (such request may include the Registrable Securities a “Piggyback Registration”). Subject to be included on behalf of any other Holder, as specified by the HoldersSection 4(b) and Section 4(c); provided, however, that if the Company has been advised by the Managing Underwriter of any such Underwritten Offering that the inclusion of all Registrable Securities that the Selling Holders intend to include in such offering exceeds the number that can be sold in such offering without being likely to have an adverse effect on the price, timing or distribution of the Common Stock in the Underwritten Offering, then (x) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter without having such adverse effect, the Company shall not be required to offer include in such opportunity to the Holders Registration Statement or (y) if any underwritten Public Offering all such Registrable Securities can that are requested to be included in therein within five (5) calendar days after the Underwritten Offering in the opinion receipt by such Holders of the Managing Underwriter without having any such adverse effect, then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.02(b) or in such other manner as such Selling Holders may agree. Any notice required to be notice; provided in this Section 2.02(a) to the Holders shall be provided on a Business Day and receipt of such notice shall be confirmed by the Holders. Holders 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 Holders is received within the specified time, each such Holder shall have no further right to participate in such Underwritten Offering. If, that if at any time after giving written notice of its intention to undertake sell any Common Stock in an Underwritten underwritten Public Offering and prior to the closing launch date, or to register any Common Stock and prior to the effective date of the Registration Statement filed in connection with such Underwritten Offeringregistration, the Company shall determine for any reason not to undertake sell or register or to delay such Underwritten Offeringsale or registration, the Company may, at its election, shall give written notice of such determination to the Selling Holders each Holder and, thereupon, (1A) in the case of a determination not to undertake such Underwritten Offeringsell or register, shall be relieved of its obligation to sell register any Included Registrable Securities in connection with such terminated sale or registration (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of the Holders to request that such registration be effected as a Demand Registration (subject to the provisions governing withdrawal set forth in Section 2(b)) or, if applicable, a Shelf Offering Request and any Underwritten OfferingShelf Takedown related thereto (subject to the provisions governing withdrawal set forth in Section 3(e)(i)), and (2B) in the case of a determination to delay such selling or registering, in the absence of a request for a Demand Registration, Shelf Offering Request or Underwritten OfferingShelf Takedown, shall be permitted to delay offering selling or registering any Included Registrable Securities as part of such Underwritten Offering Securities, for the same period as the delay in registering such other Common Stock; provided, further, that if such registration or sale involves an underwritten Public Offering, all such Holders requesting to be included in the Underwritten Offering. Any Selling Holder shall have the right to withdraw such Selling HolderCompany’s request for inclusion of such Selling Holder’s registration or sale must sell their Registrable Securities to the underwriters selected as provided in Section 7(j) on the same terms and conditions as apply to the Company or the other Person requesting such registration or sale, as applicable, with, in the case of a combined primary and secondary offering, such differences, including any with respect to representations and warranties and indemnification, as may be customary or appropriate in combined primary and secondary offerings, and the Company shall make arrangements with the managing underwriter(s) so that each such Holder may participate in such Underwritten Offering by giving written notice to the Company of such withdrawal at least one Business Day before the time of pricing of such Underwritten Offering. Holders may deliver written notice (an “Opt-Out Notice”) to the Company requesting that such Holder not receive notice from the Company of any proposed Underwritten Offering; provided, however, that such Holder may later revoke any such Opt-Out Notice in writing prior to five Business Day before the time of pricing of such underwritten offering. Following receipt of an Opt-Out Notice from a Holder (unless subsequently revoked), the Company shall not be required to deliver any notice to such Holder pursuant to this Section 2.02(a) and such Holder (unless such Holder’s Opt-Out Notice is subsequently revoked) shall no longer be entitled to participate in Underwritten Offerings by the Company pursuant to this Section 2.02(a).

Participation. So long as a Holder has Registrable Securities, if If at any time during the Company Effectiveness Period Atlas proposes to file (i) a shelf registration statement other than a the Registration Statement contemplated by Section 2.01 (in which event Atlas covenants and other than agrees to include thereon a registration statement on Forms S-4 or S-8 and any successor formsdescription of the transaction under which the Purchasers acquired the Registrable Securities), (ii) a prospectus supplement to an effective shelf registration statement relating to the sale of equity securities of the Companystatement, other than a the Registration Statement contemplated by Section 2.01 of this Agreement and Holders may be included without the filing of a post-effective amendment thereto, or (iii) a registration statement, other than a shelf registration statement, and other than a registration statement on Forms S-4 or S-8 and any successor forms, in each such case, for the sale of Common Stock Units in an Underwritten Offering for its own account or that and/or another Person (but excluding, in each such case, any offering of another PersonCommon Units for the purpose of providing funds for, or bothotherwise in connection with, the acquisition by Atlas, Atlas Pipeline Mid-Continent Holdings, LLC or their affiliates of TEAK Midstream, L.L.C.) then as soon as practicable but not less than three Business Days prior to the filing of (x) any preliminary prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(b) under the Securities Act, (y) the prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(b) under the Securities Act (if no preliminary prospectus supplement is used) or (z) such registration statement, as the case may be, then the Company Atlas shall give prompt written notice (including, but not limited to, notification by electronic mail) of its intention to effect such registration at least five Business Days before the proposed date of filing of the applicable Registration Statement or prospectus supplement, or at least two Business Days in connection with any overnight or bought Underwritten Offering, Offering to the Holders and such notice shall (A) describe the intended method(s) of distribution, and the name of the proposed Managing Underwriter or Underwriters, if any, in such offering and (B) offer the Holders the opportunity to include in such registration statement, prospectus supplement or Underwritten Offering, as the case may be, Offering such number of Registrable Securities Common Units (the “Included Registrable Securities”) as the Holders each such Holder may request in writing (such request may include the Registrable Securities to be included on behalf of any other Holder, as specified by the Holders)writing; provided, however, that if the Company Atlas has been advised by the Managing Underwriter of any such Underwritten Offering that the inclusion of all Registrable Securities that for sale for the Selling benefit of the Holders intend to include in such offering exceeds the number that can be sold in such offering without being likely to will have an a material adverse effect on the amount, price, timing or distribution of the Common Stock Units in the Underwritten Offering, then (x) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter without having such adverse effect, the Company shall not be required to offer such opportunity to the Holders or (y) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter without having such adverse effect, then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.02(b) or in such other manner as such Selling Holders may agreeof this Agreement. Any The notice required to be provided in this Section 2.02(a) to the Holders shall be provided on a Business Day pursuant to Section 3.01 hereof and receipt of such notice shall be confirmed by the Holderssuch Holder. Holders Each such Holder shall then have two three Business Days (or one Business Day in connection with any overnight or bought Underwritten Offering) after receiving such notice has been delivered to request in writing the inclusion of Registrable Securities in the Underwritten Offering. If no written request for inclusion from Holders a Holder is received within the specified time, each such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, the Company Atlas shall determine for any reason not to undertake or to delay such Underwritten Offering, the Company Atlas may, at its election, give written notice of such determination to the Selling Holders and, (1x) 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 (2y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities as part of such Underwritten Offering for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in such Underwritten Offering offering by giving written notice to the Company Atlas of such withdrawal at least one Business Day before up to and including the time of pricing of such Underwritten Offeringoffering. Holders Each Holder’s rights under this Section 2.02(a) shall be suspended when such Holder (together with any Affiliates of such Holder) holds, directly or indirectly, including pursuant to a total return swap or similar transaction, less than $15 million, in aggregate, of Registrable Securities, based on the Common Unit Price. Notwithstanding the foregoing, any Holder may deliver written notice (an “Opt-Opt Out Notice”) to the Company Atlas requesting that such Holder not receive notice from the Company Atlas of any proposed Underwritten Offering; provided, however, that such Holder may later revoke any such Opt-Out Notice in writing prior to five Business Day before notice. Any Holder that owns Registrable Securities indirectly through a total return swap or similar transaction at the time of pricing of such underwritten offering. Following receipt of an Opt-Out Notice from notice of a Holder (unless subsequently revoked), the Company shall not be required to deliver any notice to such Holder proposed Underwritten Offering pursuant to this Section 2.02(a) and such Holder (unless such Holder’s Opt-Out Notice is subsequently revoked) shall no longer be entitled eligible to participate in an Underwritten Offerings by the Company pursuant to Offering as set forth in this Section 2.02(a); provided, that, to the extent required under the Securities Act or other applicable law to permit such participation, such Holder agrees to unwind such total return swap or similar transaction to the reasonable satisfaction of Atlas in a manner to allow such Holder to sell any Registrable Securities subject to such total return swap or similar transaction in such Underwritten Offering, free and clear of all liens, encumbrances, equities or claims.

Participation. So long as a Holder has Registrable SecuritiesIf at any time during the Effectiveness Period, if the Company Regency proposes to file (i) a shelf registration statement other than a the Shelf Registration Statement contemplated by Section 2.01 (in which event Regency covenants and other than agrees to include thereon a registration statement on Forms S-4 or S-8 and any successor formsdescription of the transaction under which Contributor acquired the Registrable Securities), (ii) a prospectus supplement to an effective shelf registration statement relating to the sale of equity securities of the Companystatement, other than a the Shelf Registration Statement contemplated by Section 2.01 2.01(a) of this Agreement, and Holders may could be included without the filing of a post-effective amendment theretothereto (other than a post-effective amendment that is immediately effective), or (iii) a registration statement, other than a shelf registration statement, and other than a registration statement on Forms S-4 in the case of each of clause (i), (ii) or S-8 and any successor forms, in each case(iii), for the sale of Common Stock Units in an Underwritten Offering for its own account or that of and/or another Person, or both, then the Company shall give prompt written notice of its intention to effect such registration at least as soon as practicable but not less than five Business Days before prior to the proposed date of filing of (A) any preliminary prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(b) under the applicable Registration Statement 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 prospectus supplement(C) such registration statement, or at least two Business Days in connection with any overnight or bought as the case may be, then Regency shall give notice (including, but not limited to, notification by electronic mail) of such proposed Underwritten Offering, Offering to the Holders Contributor and such notice shall (A) describe the intended method(s) of distribution, and the name of the proposed Managing Underwriter or Underwriters, if any, in such offering and (B) offer the Holders the opportunity to include in such registration statement, prospectus supplement or Underwritten Offering, as the case may be, Offering such number of Registrable Securities Common Units (the “Included Registrable Securities”) as the Holders each such Holder may request in writing (such request may include the Registrable Securities to be included on behalf of any other Holder, as specified by the Holders)writing; provided, however, that if the Company Regency has been advised by the Managing Underwriter of any such Underwritten Offering that the inclusion of all Registrable Securities that for sale for the Selling benefit of the Holders intend to include in such offering exceeds the number that can be sold in such offering without being likely to will have an a material adverse effect on the price, timing or distribution of the Common Stock Units in the Underwritten Offering, then (x) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter without having such adverse effect, the Company shall not be required to offer such opportunity to the Holders or (y) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter without having such adverse effect, then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.02(b) or in such other manner as such Selling Holders may agreeof this Agreement. Any The notice required to be provided in this Section 2.02(a) to Contributor (the Holders “Piggyback Notice”) shall be provided on a Business Day and pursuant to Section 3.01 hereof. Promptly upon receipt of the Piggyback Notice, Contributor shall notify the other Holders (if any) of the opportunity to include in the Underwritten Offering such notice shall be confirmed by the Holdersnumber of Common Units as each such Holder may request in writing. Holders Each Holder 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 the date on which Contributor received the Piggyback Notice to request in writing the inclusion of Registrable Securities in the Underwritten Offering. If no written request for inclusion from Holders a Holder is received within the specified time, each such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, the Company Regency shall determine for any reason not to undertake or to delay such Underwritten Offering, the Company Regency may, at its election, give written notice of such determination to the Selling Holders and, (1x) 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 (2y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities as part of such Underwritten Offering for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in such Underwritten Offering offering by giving written notice to the Company Regency of such withdrawal at least one Business Day before up to and including the time of pricing of such Underwritten Offering. Holders may deliver written notice (an “Opt-Out Notice”) to the Company requesting that such Holder not receive notice from the Company of any proposed Underwritten Offering; provided, however, that such Holder may later revoke any such Opt-Out Notice in writing prior to five Business Day before the time of pricing of such underwritten offering. Following receipt of an Opt-Out Notice from a Holder (unless subsequently revoked), the Company shall not be required to deliver any notice to such Holder pursuant to Each Holder’s rights under this Section 2.02(a) and shall terminate when such Holder (unless together with any Affiliates of such Holder’s Opt-Out Notice is subsequently revoked) shall no longer be entitled to participate holds, directly or indirectly, less than $25 million in Underwritten Offerings by the Company pursuant to this Section 2.02(a)aggregate of Registrable Securities, based on the Common Unit Price.

Participation. So long as a Holder has Registrable Securities, if If the Company Partnership proposes to file (i) a shelf registration statement other than a the Registration Statement contemplated by Section 2.01 and other than a registration statement on Forms S-4 or S-8 and any successor forms2.01(a), (ii) a prospectus supplement to an effective shelf registration statement relating to the sale of equity securities of the Companystatement, other than a the Registration Statement contemplated by Section 2.01 2.01(a) and Holders may be included without the filing of a post-effective amendment thereto, thereto or (iii) a registration statement, other than a shelf registration statement, and other than a registration statement on Forms S-4 or S-8 and any successor forms, in each case, for the sale of Common Stock Units in an Underwritten Offering for its own account or that of and/or another Person, or both, then as soon as practicable following the Company shall give prompt written notice engagement of its intention counsel by the Partnership to effect such registration at least five Business Days before prepare the proposed date of filing of the applicable Registration Statement or prospectus supplement, or at least two Business Days documents to be used in connection with any overnight or bought an Underwritten Offering, the Partnership shall give notice (including, but not limited to, notification by electronic mail) of such proposed Underwritten Offering to each Holder (together with its Affiliates) holding at least $1.0 million of the Holders then-outstanding Registrable Securities (based on the Issue Price) and such notice shall (A) describe the intended method(s) of distribution, and the name of the proposed Managing Underwriter or Underwriters, if any, in offer such offering and (B) offer the Holders the opportunity to include in such registration statement, prospectus supplement or Underwritten Offering, as the case may be, Offering such number of Registrable Securities (the “Included Registrable Securities”) as the Holders each such Holder may request in writing (such request may include the Registrable Securities to be included on behalf of any other Holder, as specified by the Holders)writing; provided, however, that if the Company Partnership has been advised by the Managing Underwriter of any such Underwritten Offering that the inclusion of all Registrable Securities that for sale for the Selling benefit of the Holders intend to include in such offering exceeds the number that can be sold in such offering without being likely to will have an adverse effect on the price, timing or distribution of the Common Stock Units in the Underwritten Offering, then (xA) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter without having such adverse effectUnderwriter, the Company Partnership shall not be required to offer such opportunity to the Holders or (yB) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter without having such adverse effectUnderwriter, then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.02(b) or in such other manner as such Selling Holders may agree). Any notice required to be provided in this Section 2.02(a) to the Holders shall be provided on a Business Day pursuant to Section 3.01 hereof and receipt of such notice shall be confirmed by the HoldersHolder. Holders Each such Holder 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 Holders a Holder is received within the specified time, each such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, the Company Partnership shall determine for any reason not to undertake or to delay such Underwritten Offering, the Company Partnership may, at its election, give written notice of such determination to the Selling Holders andHolders, and (1x) 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 (2y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities as part of such Underwritten Offering for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in such Underwritten Offering by giving written notice to the Company Partnership of such withdrawal at least one Business Day before or prior to the time of pricing of such Underwritten Offering. Holders Any Holder may deliver written notice (an “Opt-Out Notice”) to the Company Partnership requesting that such Holder not receive notice from the Company Partnership of any proposed Underwritten Offering; provided, however, that such Holder may later revoke any such Opt-Out Notice in writing (which Opt-Out Notice shall be effective as to an Underwritten Offering provided the Partnership received such Opt-Out Notice at least ten (10) Business Days prior to five Business Day before the time day of pricing of such underwritten offeringUnderwritten Offering (or two (2) Business Days prior to the day of pricing in the case of an overnight or bought Underwritten Offering). Following receipt of an Opt-Out Notice from a Holder (unless subsequently revoked), the Company Partnership shall not be required to deliver any notice to such Holder pursuant to this Section 2.02(a) and such Holder (unless such Holder’s Opt-Out Notice is subsequently revoked) shall no longer be entitled to participate in Underwritten Offerings by the Company Partnership pursuant to this Section 2.02(a).

Participation. So long as a Holder has Registrable Securities, if If the Company Partnership proposes to file (i) a shelf registration statement other than a the Registration Statement contemplated by Section 2.01 and other than a registration statement on Forms S-4 or S-8 and any successor forms2.01(a), (ii) a prospectus supplement to an effective shelf registration statement relating to the sale of equity securities of the Companystatement, other than a the Registration Statement contemplated by Section 2.01 2.01(a) of this Agreement and Holders may be included without the filing of a post-effective amendment thereto, or (iii) a registration statement, other than a shelf registration statement, and other than a registration statement on Forms S-4 or S-8 and any successor forms, in each case, for the sale of Common Stock Units in an Underwritten Offering for its own account or that of and/or another Person, or both, then as soon as practicable following the Company shall give prompt written notice engagement of its intention counsel by the Partnership to effect such registration at least five Business Days before prepare the proposed date of filing of the applicable Registration Statement or prospectus supplement, or at least two Business Days documents to be used in connection with any overnight or bought an Underwritten Offering, the Partnership shall give notice (including, but not limited to, notification by electronic mail) of such proposed Underwritten Offering to each Holder (together with its Affiliates) holding at least $10.0 million of the Holders then-outstanding Registrable Securities (based on the Common Unit Price) and such notice shall (A) describe the intended method(s) of distribution, and the name of the proposed Managing Underwriter or Underwriters, if any, in offer such offering and (B) offer the Holders the opportunity to include in such registration statement, prospectus supplement or Underwritten Offering, as the case may be, Offering such number of Registrable Securities (the “Included Registrable Securities”) as the Holders each such Holder may request in writing (such request may include the Registrable Securities to be included on behalf of any other Holder, as specified by the Holders)writing; provided, however, that if the Company Partnership has been advised by the Managing Underwriter of any such Underwritten Offering that the inclusion of all Registrable Securities that for sale for the Selling benefit of the Holders intend to include in such offering exceeds the number that can be sold in such offering without being likely to will have an adverse effect on the price, timing or distribution of the Common Stock Units in the Underwritten Offering, then (xA) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter without having such adverse effectUnderwriter, the Company Partnership shall not be required to offer such opportunity to the Holders or (yB) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter without having such adverse effectUnderwriter, then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.02(b) or in such other manner as such Selling Holders may agree). Any notice required to be provided in this Section 2.02(a) to the Holders shall be provided on a Business Day pursuant to Section 3.01 hereof and receipt of such notice shall be confirmed by the HoldersHolder. Holders Each such Holder 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 Holders a Holder is received within the specified time, each such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, the Company Partnership shall determine for any reason not to undertake or to delay such Underwritten Offering, the Company Partnership may, at its election, give written notice of such determination to the Selling Holders and, (1x) 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 (2y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities as part of such Underwritten Offering for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in such Underwritten Offering by giving written notice to the Company Partnership of such withdrawal at least one Business Day before or prior to the time of pricing of such Underwritten Offering. Holders Any Holder may deliver written notice (an “Opt-Out Notice”) to the Company Partnership requesting that such Holder not receive notice from the Company Partnership of any proposed Underwritten Offering; provided, however, that such Holder may later revoke any such Opt-Out Notice in writing prior to five Business Day before the time of pricing of such underwritten offeringwriting. Following receipt of an Opt-Out Notice from a Holder (unless subsequently revoked), the Company Partnership shall not be required to deliver any notice to such Holder pursuant to this Section 2.02(a) and such Holder (unless such Holder’s Opt-Out Notice is subsequently revoked) shall no longer be entitled to participate in Underwritten Offerings by the Company pursuant to this Section 2.02(a).to

Participation. So long as a Holder has Registrable SecuritiesSubject to Section 3(a)(2) hereof, if at any time from and after the date hereof the Company proposes to file a Registration Statement under the Securities Act with respect to any offering of any of its securities of the same class as any of the Registrable Common Stock Securities (excluding a registration relating to a transaction under Rule 145 of the Act), whether or not by the Company for its own account (other than (i) a shelf registration statement other than a Registration Statement contemplated by Section 2.01 and other than a registration statement on Forms Form S-4 or S-8 and or any successor formsform to such Forms, or (ii) a prospectus supplement any registration of securities as it relates to an effective shelf registration statement relating to the offering and sale of equity securities of the Companyby any employee stock plan or other employee benefit plan arrangement), other than a Registration Statement contemplated by Section 2.01 and Holders may be included without the filing of a post-effective amendment theretothen, or (iii) a registration statementas promptly as practicable, other than a shelf registration statement, and other than a registration statement on Forms S-4 or S-8 and any successor forms, in each case, for the sale of Common Stock in an Underwritten Offering for its own account or that of another Person, or both, then the Company shall give prompt written notice of its intention such proposed filing to effect such registration at least five Business Days before the proposed date each Holder of filing of the applicable Registration Statement or prospectus supplement, or at least two Business Days in connection with any overnight or bought Underwritten Offering, to the Holders Registrable Common Stock Securities and such notice shall offer the Holders of Registrable Common Stock Securities the opportunity to register such number of Registrable Common Stock Securities as each such Holder may request (Aa "Piggyback Registration"). Subject to Section 3(b), the Company shall include in such Registration Statement all Registrable Common Stock Securities requested within 15 days after the receipt of any such notice (which request shall specify the Registrable Common Stock Securities intended to be disposed of by such Holder) describe to be included in the intended method(sRegistration for such offering pursuant to a Piggyback Registration. Each Holder of Registrable Common Stock Securities shall be permitted to withdraw all or part of such Holder's Registrable Common Stock Securities from a Piggyback Registration at any time prior to the earlier of the effective date or any request for the acceleration of the effective date thereof. The Company shall keep any Registration Statement filed pursuant to this Section 3(a)(1) current and effective for a period expiring on the earlier of distributionsix months from the effective date of such Registration Statement or until all of the Registrable Common Stock Securities registered pursuant to this Section 3(a) have been sold. Notwithstanding the foregoing, in the event that, in the good faith judgment of the Company's Board of Directors, it is advisable to suspend use of the Prospectus (solely with respect to a Piggyback Registration) due to impending corporate developments, public filings with the SEC or similar events, the Company shall deliver promptly a written certificate to each Holder of Registrable Common Stock Securities included in such Registration Statement and the name of the proposed Managing Underwriter or Underwritersmanaging underwriters, if any, in such offering and (B) offer to the Holders effect that the opportunity to include in such registration statement, prospectus supplement or Underwritten Offering, as use of the case may be, such number of Registrable Securities (the “Included Registrable Securities”) as the Holders may request in writing (such request may include the Registrable Securities Prospectus is to be included on behalf of any other Holder, as specified by the Holders); provided, however, that if suspended until the Company has been advised by the Managing Underwriter of any such Underwritten Offering shall deliver a written notice that the inclusion of all Registrable Securities that the Selling Holders intend to include in such offering exceeds the number that can be sold in such offering without being likely to have an adverse effect on the price, timing or distribution use of the Common Stock in Prospectus may be resumed. Thereafter, the Underwritten Offering, then (x) if no Registrable Securities can be included in the Underwritten Offering in the opinion use of the Managing Underwriter without having such adverse effectProspectus shall be suspended, and the Company shall not be required to offer such opportunity to maintain the Holders effectiveness of, or (y) if any Registrable Securities can be included in amend or update the Underwritten Offering in Registration Statement, or amend or supplement the opinion of the Managing Underwriter without having such adverse effect, then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.02(b) or in such other manner as such Selling Holders may agree. Any notice required to be provided in this Section 2.02(a) to the Holders shall be provided on a Business Day and receipt of such notice shall be confirmed by the Holders. Holders 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 Holders is received within the specified time, each such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, the Company shall determine for any reason not to undertake or to delay such Underwritten Offering, the Company may, at its election, give written notice of such determination to the Selling Holders and, (1) 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 (2) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities as part of such Underwritten Offering for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in such Underwritten Offering by giving written notice to the Company of such withdrawal at least one Business Day before the time of pricing of such Underwritten Offering. Holders may deliver written notice (an “Opt-Out Notice”) to the Company requesting that such Holder not receive notice from the Company of any proposed Underwritten OfferingProspectus; provided, however, that such Holder may later revoke at any such Opt-Out Notice in writing prior to five Business Day before time a Shelf Registration shall not be effective under the time of pricing of such underwritten offering. Following receipt of an Opt-Out Notice from a Holder Securities Act (unless subsequently revoked), i) the Company shall only be permitted to suspend the use of the Prospectus for a period not to exceed 45 days in any six-month period or two periods not to exceed an aggregate of 90 days in any 12-month period, (ii) the Company will use its best efforts to ensure that the use of the Prospectus may be required to deliver any notice resumed as soon as, in the good faith judgment of the Company's Board of Directors, disclosure of the material relating to such Holder pending development, filing or event would not have a materially adverse effect on the Company and (iii) if the Company shall give any suspension notice pursuant to this Section 2.02(a3(a)(1), the period contemplated by Section 4(b) and such Holder (unless such Holder’s Opt-Out Notice is subsequently revoked) hereof shall no longer be entitled to participate in Underwritten Offerings extended by the Company pursuant number of days during such period from and including the date of giving notice to this Section 2.02(a)and including the date of giving such notice to and including the date when each Holder of Registrable Common Stock Securities shall have received notice that the use of the Prospectus may be resumed.

Participation. So long as a Holder has Registrable Securities, if the Company If at any time USEG proposes to file (i) at a shelf time when USEG is not a WKSI, a registration statement other than and such Holder has not previously included its Registrable Securities in a Shelf Registration Statement contemplated by Section 2.01 and other than a registration statement on Forms S-4 2.1 of this Agreement that is currently effective, or S-8 and any successor forms, (ii) a prospectus supplement to an effective “automatic shelf registration statement relating to statement” (as defined in Rule 405 under the sale of equity securities of Securities Act), so long as USEG is a WKSI at such time or, whether or not USEG is a WKSI, so long as the Company, other than a Registrable Securities were previously included in the underlying Shelf Registration Statement contemplated by Section 2.01 and or are included in an effective Shelf Registration Statement, or in any case in which Holders may be included participate in such offering without the filing of a post-effective amendment thereto, or (iii) a registration statement, other than a shelf registration statement, and other than a registration statement on Forms S-4 or S-8 and any successor formsamendment, in each case, for the sale of Common Stock in an Underwritten Offering for its own account or that of 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 both(c) a registration statement on any registration form which does not permit secondary sales, then the Company USEG shall give prompt written notice of its intention to effect such registration at least five not less than three (3) Business Days before the advance notice (including, but not limited to, notification by e-mail; such notice, a “Piggyback Notice”) of such proposed date of filing of the applicable Registration Statement or prospectus supplementUnderwritten Offering to each Holder, or at least two Business Days in connection with any overnight or bought Underwritten Offering, to the Holders and such notice shall (A) describe the intended method(s) of distribution, and the name of the proposed Managing Underwriter or Underwriters, if any, in offer such offering and (B) offer the Holders Holder the opportunity to participate in any Underwritten Offering and to include in such registration statement, prospectus supplement or Underwritten Offering, as the case may be, Offering such number of Registrable Securities (the “Included Registrable Securities”) as the Holders each such Holder may request in writing (such request may include the Registrable Securities to be included on behalf of any other Holder, as specified by the Holdersa “Piggyback Registration”); provided, however, that if the Company USEG has been advised by the Managing Underwriter of any such Underwritten Offering that the inclusion of all Registrable Securities that for sale for the Selling benefit of the Holders intend to include in such offering exceeds the number that can be sold in such offering without being likely to will have an adverse effect on the offering price, timing or probability of success of the distribution of the Common Stock in the Underwritten Offering, then (x) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter without having such adverse effect, the Company shall not be required to offer such opportunity to the Holders or (y) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter without having such adverse effect, then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.02(b) or 2.2(b). If USEG is not required to offer the opportunity for a Piggyback Registration in respect of a proposed Underwritten Offering as a result of the circumstance described in the immediately preceding sentence, then USEG shall nevertheless be required to furnish to such other manner as Holders the Piggyback Notice in respect of such Selling Holders may agree. Any proposed Underwritten Offering, which notice shall describe USEG’s intention to conduct an Underwritten Offering and, if the determination described in the immediately preceding sentence has been made at the time that the Piggyback Notice is required to be provided in this Section 2.02(a) to given by USEG, shall include notification that the Holders do not have the opportunity to include Registrable Securities in such Underwritten Offering because USEG 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 Common Stock in the Underwritten Offering. If the circumstance described in the immediately preceding sentence is made after the Piggyback Notice has been given, then USEG 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 confirmed by requested in the Holdersnotice. Holders shall then The Holder will 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 Holders a Holder is received within the specified time, each such Holder shall have no further right to participate in such Underwritten OfferingPiggyback 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, the Company USEG shall determine for any reason not to undertake or to delay such Underwritten Offering, the Company USEG may, at its election, give written notice of such determination to the Selling Holders and, (1x) 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 (2y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities as part of such Underwritten Offering for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in such Underwritten Offering by giving written notice to the Company USEG of such withdrawal at least one Business Day before up to and including the time of pricing of such Underwritten Offeringoffering. Holders Any Holder may deliver written notice (an a “Piggyback Opt-Out Notice”) to the Company USEG requesting that such Holder not receive notice from the Company USEG of any proposed Underwritten Offering; provided, however, that such Holder may later revoke any such Piggyback Opt-Out Notice in writing prior to five Business Day before the time of pricing of such underwritten offeringwriting. Following receipt of an a Piggyback Opt-Out Notice from a Holder (unless subsequently revoked), the Company USEG shall not be required to deliver any notice to such Holder pursuant to this Section 2.02(a2.2(a) and such Holder (unless such Holder’s Opt-Out Notice is subsequently revoked) shall no longer be entitled to participate in Underwritten Offerings by the Company USEG pursuant to this Section 2.02(a2.2(a), unless such Piggyback Opt-Out Notice is revoked by such Holder.

Participation. So long Except as a Holder has Registrable Securitiesprovided in Section 2.2(b), if at any time on or after February 2, 2020, the Company proposes to file (i) a shelf registration statement other than a Registration Statement contemplated by Section 2.01 and other than a registration statement on Forms S-4 or S-8 and any successor formsstatement, (ii) a prospectus supplement to an effective shelf registration statement relating to the sale of equity securities of the Companystatement, other than a Registration Statement contemplated by Section 2.01 and Holders may could be included without the filing of a post-effective amendment theretothereto (other than a post-effective amendment that is immediately effective), or (iii) a registration statement, other than a shelf the registration statement, and other than a registration statement on Forms S-4 or S-8 and any successor formsstatements contemplated by Section 2.1(a) of this Agreement, in the case of each caseof clause (i), (ii) or (iii), for the sale of Common Stock in an Underwritten Offering or Overnight Underwritten Offering (in each case, other than in a broker-facilitated transaction) for its own account or that of and/or another Person, then as soon as practicable but not less than five (5) Business Days (or bothtwo (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, then (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 prompt written notice (including, but not limited to, notification by electronic mail) of its intention to effect such registration at least five Business Days before the proposed date of filing of the applicable Registration Statement or prospectus supplement, or at least two Business Days in connection with any overnight or bought Underwritten Offering (a “Piggyback Offering, ”) to the Holders and such notice shall (A) describe the intended method(s) of distribution, and the name of the proposed Managing Underwriter or Underwriters, if any, in such offering and (B) offer the Holders the opportunity to include in such registration statement, prospectus supplement or Underwritten Offering, as the case may be, Offering such number of the Registrable Securities (the “Included Registrable Securities”) as the Holders may request in writing (such request may include the Registrable Securities to be included on behalf of any other Holder, as specified by the Holders)writing; provided, however, that if the Company has been advised by the Managing Underwriter of any such Underwritten Offering Underwriter, and the Company has advised the Selling Holders in writing, that the inclusion of all Registrable Securities that for sale for the benefit of the Selling Holders intend to include in such offering exceeds the number that can be sold in such offering without being likely to will have an adverse effect on the price, timing or distribution of the Common Stock in the Underwritten Offering, then (x) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter without having such adverse effect, the Company shall not be required to offer such opportunity to the Holders or (y) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter without having such adverse effect, then the amount of Registrable Securities to be offered for the accounts of Selling Holders shall be determined based on the provisions of Section 2.02(b2.2(c) or in such other manner as such Selling Holders may agreeof this Agreement. Any The notice required to be provided in this Section 2.02(a2.2(a) to the Holders shall be provided on a Business Day and receipt of such notice shall be confirmed by the Holderspursuant to Section 3.1 hereof. The Holders shall then have two three (3) Business Days (or one (1) Business Day in connection with any overnight or bought the case of an Overnight 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 the Holders is received within such period, the specified time, each such Holder Holders and their Affiliates shall have no further right to participate in such Underwritten 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, the Company shall determine for any reason not to undertake or to delay such Underwritten Offering, the Company may, at its election, give written notice of such determination to the Selling Holders and, (1x) 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 (2y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities as part of such Underwritten Offering for the same period as the delay in the Underwritten Offering. Any 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 the Company of such withdrawal at least one up to two (2) Business Day before Days prior to such offering. Notwithstanding the time of pricing of such Underwritten Offering. Holders foregoing, a Holder may deliver written notice (an “Opt-Out Notice”) to the Company requesting that such Holder not receive notice from the Company of any proposed Underwritten Offering; provided, however, that such Holder may later revoke any such Opt-Out Notice in writing not less than one (1) Business Day prior to five Business Day before the time of pricing of such underwritten offering. Following receipt of an Opt-Out Notice from a Holder (unless subsequently revoked), the Company shall not be required to deliver any notice to such Holder pursuant to this Section 2.02(a) and such Holder (unless such Holder’s Opt-Out Notice is subsequently revoked) shall no longer be entitled to participate in Underwritten Offerings by the Company pursuant to this Section 2.02(a).

Participation. So long as a Holder has Registrable Securities, if the Company Corporation proposes to file (i) a shelf registration statement other than a Registration Statement contemplated by Section 2.01 and other than a registration statement on Forms S-4 or S-8 and any successor forms, (ii) a prospectus supplement to an effective shelf registration statement relating to the sale of equity securities of the CompanyCorporation, other than a Registration Statement contemplated by Section 2.01 and Holders may be included without the filing of a post-effective amendment thereto, or (iii) a registration statement, other than a shelf registration statement, and other than a registration statement on Forms S-4 or S-8 and any successor forms, in each case, for the sale of Common Stock Shares in an Underwritten Offering for its own account or that of another Person, or both, then promptly following the Company shall give prompt written notice of its intention to effect such registration at least five Business Days before the proposed date of filing selection of the applicable Registration Statement or prospectus supplement, or at least two Business Days in connection with any overnight or bought Managing Underwriter for such Underwritten Offering, the Corporation shall give notice of such Underwritten Offering to the Holders each Holder and such notice shall (A) describe the intended method(s) of distribution, and the name of the proposed Managing Underwriter or Underwriters, if any, in such offering and (B) offer the Holders the opportunity to include in such registration statement, prospectus supplement or Underwritten Offering, as the case may be, Offering such number of Registrable Securities (the “Included Registrable Securities”) as the Holders each such Holder may request in writing (such request may include the Registrable Securities to be included on behalf of any other Holder, as specified by the Holders)writing; provided, however, that if the Company Corporation has been advised by the Managing Underwriter of any such Underwritten Offering that the inclusion of all Registrable Securities that for sale for the Selling benefit of the Holders intend to include in such offering exceeds the number that can be sold in such offering without being likely to will have an adverse effect on the price, timing or distribution of the Common Stock Shares in the Underwritten Offering, then (x) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter without having such adverse effectUnderwriter, the Company Corporation shall not be required to offer such opportunity to the Holders or (y) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter without having such adverse effectUnderwriter, then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.02(b) or in such other manner as such Selling Holders may agree). Any notice required to be provided in this Section 2.02(a) to the Holders shall be provided on a Business Day and receipt of such notice shall be confirmed by the HoldersHolder. Holders Each such Holder shall then have two three Business Days (or one two Business Day Days 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 Holders a Holder is received within the specified time, each such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, the Company Corporation shall determine for any reason not to undertake or to delay such Underwritten Offering, the Company Corporation may, at its election, give written notice of such determination to the Selling Holders and, (1) 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 (2) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities as part of such Underwritten Offering for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in such Underwritten Offering by giving written notice to the Company Corporation of such withdrawal at least or prior to one Business Day before the time of pricing of such Underwritten Offering. Holders Any Holder may deliver written notice (an “Opt-Out Notice”) to the Company Corporation requesting that such Holder not receive notice from the Company Corporation of any proposed Underwritten Offering; provided, however, that such Holder may later revoke any such Opt-Out Notice in writing prior to five one Business Day before the time of pricing of such underwritten offering. Following receipt of an Opt-Out Notice from a Holder (unless subsequently revoked), the Company Corporation shall not be required to deliver any notice to such Holder pursuant to this Section 2.02(a) and such Holder (unless such Holder’s Opt-Out Notice is subsequently revoked) shall no longer be entitled to participate in Underwritten Offerings by the Company Corporation pursuant to this Section 2.02(a).

Participation. So long as a Holder has Registrable Securities, if If at any time the Company proposes to file (i) at a shelf time when the Company is not a WKSI, a registration statement other than and such Holder has not previously included its Registrable Securities in a Shelf Registration Statement contemplated by Section 2.01 and other than a registration statement on Forms S-4 2.1(a) of this Agreement that is currently effective, or S-8 and any successor forms, (ii) a prospectus supplement to an effective “automatic shelf registration statement relating to statement” (as defined in Rule 405 under the sale of equity securities of Securities Act), so long as the CompanyCompany is a WKSI at such time or, other than whether or not the Company is a WKSI, so long as the Registrable Securities were previously included in the underlying Shelf Registration Statement contemplated by Section 2.01 and or are included in an effective Shelf Registration Statement, or in any case in which Holders may be included participate in such offering without the filing of a post-effective amendment thereto, or (iii) a registration statement, other than a shelf registration statement, and other than a registration statement on Forms S-4 or S-8 and any successor formsamendment, in each case, for the sale of Common Stock in an Underwritten Offering for its own account or that of and/or another Person, other than (a) a registration relating solely to employee benefit plans, (b) a registration on a registration statement on Form S-8, (c) a registration relating solely to a Rule 145 transaction, or both(d) a registration statement on any registration form which does not permit secondary sales, then the Company shall give prompt written notice of its intention to effect such registration at least five not less than ten (10) Business Days before the advance notice (including, but not limited to, notification by e-mail; such notice, a “Piggyback Notice”) of such proposed date of filing of the applicable Registration Statement or prospectus supplementUnderwritten Offering to each Holder, or at least two Business Days in connection with any overnight or bought Underwritten Offering, to the Holders and such notice shall (A) describe offer such Holder the intended method(s) of distribution, and the name of the proposed Managing Underwriter or Underwriters, if any, opportunity to participate in such offering Underwritten Offering and (B) offer the Holders the opportunity to include in such registration statement, prospectus supplement or Underwritten Offering, as the case may be, Offering such number of Registrable Securities (the “Included Registrable Securities”) as the Holders each such Holder may request in writing (such request may include the Registrable Securities to be included on behalf of any other Holder, as specified by the Holdersa “Piggyback Registration”); provided, however, that if the Company shall not be required to include the Registrable Securities of the Holders in such Registration to the extent that the Company has been advised by the Managing Underwriter of any such Underwritten Offering that the inclusion of all Registrable Securities that for sale for the Selling benefit of the Holders intend to include in such offering exceeds the number that can be sold in such offering without being likely to and any other applicable Persons will have an adverse effect on the offering price, timing material terms or conditions, timing, or probability of success of the distribution of the Common Stock in the Underwritten Offering; and provided, then (x) if no Registrable Securities can be included in further, that to the Underwritten Offering in extent consistent with the opinion advice of the Managing Underwriter without having such adverse effect, the Company shall not be required referred to offer such opportunity to the Holders or (y) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter without having such adverse effectpreceding proviso, then the amount of Registrable Securities to be offered for the accounts of Holders (if any) shall be determined based on the provisions of Section 2.02(b) or in such other manner as such Selling Holders may agree2.2(b). Any notice required to be provided in this Section 2.02(a) to the Holders 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 confirmed by requested in the Holdersnotice. Holders shall then The Holder will have two five (5) 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 Holders a Holder is received within the specified time, each such Holder shall have no further right to participate in such Underwritten OfferingPiggyback 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, the Company shall determine for any reason not to undertake or to delay such Underwritten Offering, the Company may, at its election, give written notice of such determination to the Selling Holders and, (1x) 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 (2y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities as part of such Underwritten Offering for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in such Underwritten Offering by giving written notice to the Company of such withdrawal at least one Business Day before up to and including the time of pricing of such Underwritten Offeringoffering. Holders Any Holder may deliver written notice (an a “Piggyback Opt-Out Notice”) to the Company requesting that such Holder not receive notice from the Company of any proposed Underwritten Offering; provided, however, that such Holder may later revoke any such Piggyback Opt-Out Notice in writing prior to within five (5) Business Day before Days from the time date of pricing of such underwritten offeringthe Piggyback Opt-Out Notice. Following receipt of an a Piggyback Opt-Out Notice from a Holder (unless subsequently revoked), the Company shall not be required to deliver any notice to such Holder pursuant to this Section 2.02(a2.2(a) and such Holder (unless such Holder’s Opt-Out Notice is subsequently revoked) shall no longer be entitled to participate in Underwritten Offerings by the Company pursuant to this Section 2.02(a2.2(a)., unless such Piggyback Opt-Out Notice is revoked by such Holder. (b)

Participation. So long as a Holder has Registrable Securities, if If the Company Partnership proposes to file (i) a shelf registration statement other than a Registration Statement contemplated by Section 2.01 and other than a registration statement on Forms S-4 or S-8 and any successor forms, (ii) a prospectus supplement to an effective shelf registration statement relating to the sale of equity securities of the Company, other than a Shelf Registration Statement contemplated by Section 2.01 and Holders may be included in the offering to which such prospectus supplement relates without the filing of a post-effective amendment thereto, or (iii) a registration statement, other than a shelf registration statement, and other than a registration statement on Forms S-4 or S-8 and any successor formsto such Shelf Registration Statement, in each case, for the sale of Common Stock Units in an Underwritten Offering for its own account or that of and/or another Person, or both, then as soon as practicable following the Company shall give prompt written notice engagement of its intention counsel by the Partnership to effect such registration at least five Business Days before prepare the proposed date of filing of the applicable Registration Statement or prospectus supplement, or at least two Business Days documents to be used in connection with any overnight or bought such Underwritten Offering, the Partnership shall give notice (which may be given by electronic mail) of such proposed Underwritten Offering to the Holders each Holder holding at least one million Registrable Securities (subject to adjustment in accordance with Section 3.04) and such notice shall (A) describe the intended method(s) of distribution, and the name of the proposed Managing Underwriter or Underwriters, if any, in offer such offering and (B) offer the Holders the opportunity to include in such registration statement, prospectus supplement or Underwritten Offering, as the case may be, Offering such number of Registrable Securities (the “Included Registrable Securities”) as the Holders each such Holder may request in writing (such request may include the Registrable Securities to be included on behalf of any other Holder, as specified by the Holders)writing; provided, however, that if the Company Partnership has been advised by the Managing Underwriter of any such Underwritten Offering that the inclusion of all Registrable Securities that for sale for the Selling benefit of the Holders intend to include in such offering exceeds the number that can be sold in such offering without being likely to will have an adverse effect on the price, timing or distribution of the Common Stock Units in the Underwritten Offering, then (xA) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter without having such adverse effectUnderwriter, the Company Partnership shall not be required to offer such opportunity to the Holders or (yB) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter without having such adverse effectUnderwriter, then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.02(b) or 2.03(b). Subject to Section 2.03(b), the Partnership shall include in such other manner as such Selling Holders may agree. Any notice required Underwritten Offering all included Registrable Securities with respect to be provided in this Section 2.02(awhich the Partnership has received requests within two (2) to the Holders shall be provided on a Business Day and receipt of such notice shall be confirmed by the Holders. Holders shall then have two Business Days (or one (1) Business Day in connection with any overnight a “bought deal” or bought an “overnight” Underwritten Offering) after the 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 Holders a Holder is received within the specified time, each such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, the Company Partnership shall determine for any reason not to undertake or to delay such Underwritten Offering, the Company Partnership may, at its election, give written notice of such determination to the Selling Holders and, (1x) 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 (2y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities as part of such Underwritten Offering for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in such Underwritten Offering by giving written notice to the Company Partnership of such withdrawal at least one Business Day before or prior to the time of pricing of such Underwritten Offering. Holders may deliver written notice (an “Opt-Out Notice”) to the Company requesting that such Holder not receive notice from the Company of any proposed Underwritten Offering; provided, however, that such Holder may later revoke any such Opt-Out Notice in writing prior to five Business Day before the time of pricing of such underwritten offering. Following receipt of an Opt-Out Notice from a Holder (unless subsequently revoked), the Company shall not be required to deliver any notice to such Holder pursuant to this Section 2.02(a) and such Holder (unless such Holder’s Opt-Out Notice is subsequently revoked) shall no longer be entitled to participate in Underwritten Offerings by the Company pursuant to this Section 2.02(a).

Participation. So long as a Holder has Registrable SecuritiesIf, if at any time during the Company period beginning on the Closing Date and ending on the Termination Date, the Partnership proposes to file (i) a shelf registration statement other than a Registration Statement contemplated by Section 2.01 and other than a registration statement on Forms S-4 or S-8 and any successor forms, (ii) a prospectus supplement to an effective shelf registration statement relating to statement, including the sale of equity securities of the Company, other than a Shelf Registration Statement contemplated by Section 2.01 and Holders may be included without the filing of a post-effective amendment theretoStatement, or (iiiii) a registration statement, other than a shelf registration statement, and other than a registration statement on Forms S-4 or S-8 and any successor forms, in each either case, for the sale of Common Stock Units to the public in an Underwritten Offering for its own the account or that of the Partnership and/or another Person, or boththen, then the Company shall give prompt written notice of its intention to effect such registration at least five as soon as practicable but not less than three (3) Business Days before prior to the proposed date of filing of (x) any preliminary prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(b), (y) the applicable Registration Statement prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(b) (if no preliminary prospectus supplement is used) or prospectus supplement, or at least two Business Days in connection with any overnight or bought Underwritten Offering, to the Holders and such notice shall (Az) describe the intended method(s) of distribution, and the name of the proposed Managing Underwriter or Underwriters, if any, in such offering and (B) offer the Holders the opportunity to include in such registration statement, prospectus supplement or Underwritten Offering, as the case may be, the Partnership shall provide written notice (an “Offering Notice”) of such proposed Underwritten Offering to each Holder. The Offering Notice shall offer each Holder the opportunity to include all or a portion of such Holder’s Registrable Securities in such Underwritten Offering. Upon receipt of such Offering Notice, each Holder that owned, or any two or more Holders that are Affiliates that together owned, directly or indirectly, Registrable Securities having an aggregate Market Value in excess of $15 million as of the Closing Date may elect to include all or a portion of its, or their, Registrable Securities in such proposed Underwritten Offering by delivering written notice (a “Piggyback Inclusion Notice”) specifying the number of such Registrable Securities (the “Included Registrable Securities”) as to the Holders may request in writing Partnership and certifying that such Holder (such request may include the and, if applicable, its Affiliates) hold Registrable Securities to be included on behalf of any other Holder, as specified by with the Holders); provided, however, that if the Company has been advised by the Managing Underwriter of any such Underwritten Offering that the inclusion of all Registrable Securities that the Selling Holders intend to include in such offering exceeds the number that can be sold in such offering without being likely to have an adverse effect on the price, timing or distribution of the Common Stock in the Underwritten Offering, then requisite aggregate Market Value within one (x1) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter without having such adverse effect, the Company shall not be required to offer such opportunity to the Holders or (y) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter without having such adverse effect, then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.02(b) or in such other manner as such Selling Holders may agree. Any notice required to be provided in this Section 2.02(a) to the Holders shall be provided on a Business Day and after receipt of such notice shall be confirmed by Offering Notice. Any Holder that does not deliver a Piggyback Inclusion Notice to the Holders. Holders 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 Holders is received Partnership within the such specified time, each such Holder time shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of its intention delivering Offering Notices to undertake an Underwritten Offering the Holders and prior to the closing of such Underwritten Offering, the Company Partnership shall determine for any reason not to undertake or to delay such Underwritten Offering, the Company Partnership may, at its election, give written notice of such determination to the Selling Holders and, (1) in the case of a determination not to undertake such Underwritten Offering, each Holder and shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offeringtherewith; provided, and (2) however, in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities as part termination of such Underwritten Offering for or a delay lasting more than thirty (30) days from the same period as date of notice of such delay, the delay in Partnership shall provide each Holder with another Offering Notice pursuant to the above provisions of this Section 2.2(a) prior to undertaking such delayed Underwritten Offering or any subsequent Underwritten Offering. Any Selling Each Holder shall have the right to withdraw such Selling Holder’s its request for inclusion of such Selling Holder’s its Included Registrable Securities in such an Underwritten Offering by giving written notice to the Company Partnership of such withdrawal at least one Business Day before any time up to and including the time of pricing of such Underwritten Offering. Holders may deliver written notice (an “Opt-Out Notice”) to the Company requesting that such Holder not receive notice from the Company of any proposed Underwritten Offering; provided, however, that such Holder may later revoke any such Opt-Out Notice in writing prior to five Business Day before the time of pricing of such underwritten offering. Following receipt of an Opt-Out Notice from a Holder (unless subsequently revoked), the Company shall not be required to deliver any notice to such Holder pursuant to this Section 2.02(a) and such Holder (unless such Holder’s Opt-Out Notice is subsequently revoked) shall no longer be entitled to participate in Underwritten Offerings by the Company pursuant to this Section 2.02(a).

Participation. So long as a Holder has Registrable Securitiesthere are any Eligible Holders, if the Company proposes to file (i) a shelf registration statement other than a Registration Statement contemplated by Section 2.01 and other than a registration statement on Forms S-4 or S-8 and any successor forms, (ii) a prospectus supplement to an effective shelf registration statement relating to the sale of equity securities of the Company, other than a Registration Statement contemplated by Section 2.01 and Eligible Holders may be included without the filing of a post-effective amendment thereto, or (iii) a registration statement, other than a shelf registration statement, and other than a registration statement on Forms S-4 or S-8 and any successor forms, in each case, for the sale of Common Stock in an Underwritten Offering for its own account or that of another Person, or both, then the Company shall give prompt written notice of its intention to effect such registration at least five Business Days before the proposed date of filing of the applicable Registration Statement or prospectus supplement, or at least two Business Days in connection with any overnight or bought Underwritten Offering, to the Eligible Holders and such notice shall (A) describe the intended method(s) of distribution, and the name of the proposed Managing Underwriter or UnderwritersUnderwriter, if any, in such offering and (B) offer the Eligible Holders the opportunity to include in such registration statement, prospectus supplement or Underwritten Offering, as the case may be, such number of Registrable Securities (the “Included Registrable Securities”) as the Eligible Holders may request in writing (such request may include the Registrable Securities to be included on behalf of any other Eligible Holder, as specified by the Eligible Holders); provided, however, that if the Company has been advised by the Managing Underwriter of any such Underwritten Offering that the inclusion of all Registrable Securities that the Selling Holders intend to include in such offering exceeds the number that can be sold in such offering without being likely to have an adverse effect on the price, timing or distribution of the Common Stock in the Underwritten Offering, then (x) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter without having such adverse effect, the Company shall not be required to offer such opportunity to the Eligible Holders or (y) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter without having such adverse effect, then the amount of Registrable Securities to be offered for the accounts of the Eligible Holders shall be determined based on the provisions of Section 2.02(b) or in such other manner as such Selling Holders may agree. Any notice required to be provided in this Section 2.02(a) to the Eligible Holders shall be provided on a Business Day and receipt of such notice shall be confirmed by the Eligible Holders. Holders Each Eligible Holder 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 held by such Eligible Holder in the Underwritten Offering. If no written request for inclusion from Holders an Eligible Holder is received within the specified time, each such Eligible Holder shall have no further right to participate in such Underwritten 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, the Company shall determine for any reason not to undertake or to delay such Underwritten Offering, the Company may, at its election, give written notice of such determination to the Selling Holders and, (1) 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 (2) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities as part of such Underwritten Offering for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in such Underwritten Offering by giving written notice to the Company of such withdrawal at least one Business Day before the time of pricing of such Underwritten Offering. Holders Each Eligible Holder may deliver a written notice (an “Opt-Out Notice”) to the Company requesting that such Eligible Holder not receive notice from the Company of any proposed Underwritten Offering; provided, however, that such Eligible Holder may later revoke any such Opt-Out Notice in writing prior to five Business Day Days before the time of pricing of such underwritten offeringUnderwritten Offering. Following receipt of an Opt-Out Notice from a an Eligible Holder (unless subsequently revoked), the Company shall not be required to deliver any notice to such Eligible Holder pursuant to this Section 2.02(a) and such Eligible Holder (unless such Eligible Holder’s Opt-Out Notice is subsequently revoked) shall no longer be entitled to participate in Underwritten Offerings by the Company pursuant to this Section 2.02(a).

Participation. So long as a Holder has Registrable Securities, if If the Company at any time following the Closing proposes to file (i) a shelf registration statement other than file a Registration Statement contemplated by Section 2.01 and other than a registration statement on Forms S-4 or S-8 and under the Securities Act with respect to any successor forms, (ii) a prospectus supplement to an effective shelf registration statement relating to the sale of equity securities of the Company, other than a Registration Statement contemplated by Section 2.01 and Holders may be included without the filing of a post-effective amendment thereto, or (iii) a registration statement, other than a shelf registration statement, and other than a registration statement on Forms S-4 or S-8 and any successor forms, in each case, for the sale offering of Common Stock in an Underwritten Offering for its own account or that for the account of another Personany other Persons (other than (x) a Registration under Section 8.1, (y) a Registration on Form S-4 or S-8 or any successor form to such Forms, or both(z) a Registration Common Stock pursuant to a dividend reinvestment or stock purchase plan), then or (ii) file a prospectus supplement to effectuate an Underwritten Offering of Common Stock for its own account or for the Company shall give prompt written notice account of its intention any other Persons as a takedown from an effective Shelf Registration Statement previously filed under the Securities Act and to effect such registration at least which selling stockholders may be added pursuant to the Commission’s rules by means of a prospectus supplement, then, as soon as practicable (but in no event less than five (5) Business Days before prior to the proposed date of public filing of the applicable such Registration Statement or prospectus supplement, or at least two Business Days in connection with any overnight or bought Underwritten Offeringas applicable), the Company shall give written notice of such proposed filing to the Holders Investor (a “Piggyback Notice”), and such notice Piggyback Notice shall (A) describe the intended method(s) of distribution, and the name of the proposed Managing Underwriter or Underwriters, if any, in such offering and (B) offer the Holders Investor the opportunity to Register under such Registration Statement or include in such registration statement, prospectus supplement or Underwritten Offeringsupplement, as the case may beappliable, such number of Registrable Securities (the “Included Registrable Securities”) as the Holders Investor may request in writing (such request may include the Registrable Securities a “Piggyback Registration”). Subject to be included on behalf of any other HolderSection 8.2(b), as specified by the Holders); provided, however, that if the Company has been advised by the Managing Underwriter of any such Underwritten Offering that the inclusion of all Registrable Securities that the Selling Holders intend shall use commercially reasonable efforts to include in such offering exceeds the number that can be sold in Registration Statement or prospectus supplement, as applicable, all such offering without being likely to have an adverse effect on the price, timing or distribution of the Common Stock in the Underwritten Offering, then (x) if no Registrable Securities can that are requested to be included in the Underwritten Offering in the opinion of the Managing Underwriter without having such adverse effecttherein (each a, the Company shall not be required to offer such opportunity to the Holders or “Piggyback Request”) within five (y5) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter without having such adverse effect, then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.02(b) or in such other manner as such Selling Holders may agree. Any notice required to be provided in this Section 2.02(a) to the Holders shall be provided on a Business Day and receipt of such notice shall be confirmed by the Holders. Holders shall then have two Business Days (or one Business Day in connection with after the receipt by Investor of 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 Holders is received within the specified timesuch Piggyback Notice; provided, each such Holder shall have no further right to participate in such Underwritten Offering. If, that if at any time after giving written notice of its intention to undertake an Underwritten Offering a Piggyback Notice and prior to the closing effective date of the Registration Statement or the initial filing of the prospectus supplement filed in connection with such Underwritten OfferingRegistration, the Company shall determine for any reason not to undertake Register or to delay Registration of such Underwritten Offeringsecurities, the Company may, at its election, shall give written notice of such determination to the Selling Holders Investor, and, thereupon, (1i) 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 (but not from its obligation to pay the Registration Expenses in connection therewith), and (2ii) in the case of a determination to delay such Underwritten OfferingRegistering, shall be permitted to delay offering Registering any Included Registrable Securities as part of such Underwritten Offering Securities, for the same period as the delay in Registering such other securities. If the offering pursuant to such Registration Statement is to be an Underwritten Offering. Any Selling Holder , then Investor and the Company shall have make such arrangements with the right to withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities managing underwriter or underwriters so that Investor may participate in such Underwritten Offering by giving written notice to on the same terms as any other shares of capital stock of the Company of such withdrawal at least one Business Day before included in the time of pricing of such Underwritten Offering. Holders may deliver written notice (an “Opt-Out Notice”) to the Company requesting that such Holder not receive notice from the Company of any proposed Underwritten Offering; provided, however, that such Holder may later revoke any such Opt-Out Notice in writing prior to five Business Day before the time of pricing of such underwritten offering. Following receipt of an Opt-Out Notice from a Holder (unless subsequently revoked), the Company shall not be required to deliver any notice to such Holder pursuant to this Section 2.02(a) and such Holder (unless such Holder’s Opt-Out Notice is subsequently revoked) shall no longer be entitled to participate in Underwritten Offerings by the Company pursuant to this Section 2.02(a).

Participation. So long as a Holder has Registrable Securities, if If the Company Partnership proposes to file (i) a shelf registration statement other than a the Registration Statement contemplated by Section 2.01 and other than a registration statement on Forms S-4 or S-8 and any successor forms2.01(a), (ii) a prospectus supplement to an effective shelf registration statement relating to the sale of equity securities of the Companystatement, other than a the Registration Statement contemplated by Section 2.01 2.01(a) of this Agreement and Holders may be included without the filing of a post-effective amendment thereto, or (iii) a registration statement, other than a shelf registration statement, and other than a registration statement on Forms S-4 or S-8 and any successor forms, in each case, for the sale of Common Stock Units in an Underwritten Offering for its own account or that of and/or another Person, or both, then as soon as practicable following the Company shall give prompt written notice engagement of its intention counsel by the Partnership to effect such registration at least five Business Days before prepare the proposed date of filing of the applicable Registration Statement or prospectus supplement, or at least two Business Days documents to be used in connection with any overnight or bought an Underwritten Offering, the Partnership shall give notice (including, but not limited to, notification by electronic mail) of such proposed Underwritten Offering to each Holder (together with its Affiliates) holding at least $15 million of the Holders then-outstanding Registrable Securities (based on the Common Unit Price) and such notice shall (A) describe the intended method(s) of distribution, and the name of the proposed Managing Underwriter or Underwriters, if any, in offer such offering and (B) offer the Holders the opportunity to include in such registration statement, prospectus supplement or Underwritten Offering, as the case may be, Offering such number of Registrable Securities (the “Included Registrable Securities”) as the Holders each such Holder may request in writing (such request may include the Registrable Securities to be included on behalf of any other Holder, as specified by the Holders)writing; provided, however, that if the Company Partnership has been advised by the Managing Underwriter of any such Underwritten Offering that the inclusion of all Registrable Securities that for sale for the Selling benefit of the Holders intend to include in such offering exceeds the number that can be sold in such offering without being likely to will have an adverse effect on the price, timing or distribution of the Common Stock Units in the Underwritten Offering, then (xA) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter without having such adverse effectUnderwriter, the Company Partnership shall not be required to offer such opportunity to the Holders or (yB) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter without having such adverse effectUnderwriter, then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.02(b) or in such other manner as such Selling Holders may agree). Any notice required to be provided in this Section 2.02(a) to the Holders shall be provided on a Business Day pursuant to Section 3.01 hereof and receipt of such notice shall be confirmed and kept confidential by the HoldersHolder 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. Holders Each such Holder 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 Holders a Holder is received within the specified time, each such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, the Company shall determine for any reason not to undertake or to delay such Underwritten Offering, the Company may, at its election, give written notice of such determination to the Selling Holders and, (1) 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 (2) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities as part of such Underwritten Offering for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in such Underwritten Offering by giving written notice to the Company of such withdrawal at least one Business Day before the time of pricing of such Underwritten Offering. Holders may deliver written notice (an “Opt-Out Notice”) to the Company requesting that such Holder not receive notice from the Company of any proposed Underwritten Offering; provided, however, that such Holder may later revoke any such Opt-Out Notice in writing prior to five Business Day before the time of pricing of such underwritten offering. Following receipt of an Opt-Out Notice from a Holder (unless subsequently revoked), the Company shall not be required to deliver any notice to such Holder pursuant to this Section 2.02(a) and such Holder (unless such Holder’s Opt-Out Notice is subsequently revoked) shall no longer be entitled to participate in Underwritten Offerings by the Company pursuant to this Section 2.02(a).written

Participation. So long as a Holder has Registrable Securities, if If at any time the Company Partnership proposes to file (i) a shelf registration statement other than a the Registration Statement contemplated by Section 2.01 and other than a registration statement on Forms S-4 or S-8 and any successor forms2.01, (ii) a prospectus supplement to an effective shelf registration statement relating to the sale of equity securities of the Companystatement, other than a the Registration Statement contemplated by Section 2.01 of this Agreement and Holders may be included without the filing of a post-effective amendment thereto, or (iii) a registration statement, other than a shelf registration statement, and other than a registration statement on Forms S-4 or S-8 and any successor forms, in each either case, for the sale of Common Stock LP Units in an Underwritten Offering for its own account or that of and/or another Person, or both, then as soon as practicable following the Company shall give prompt written notice engagement of its intention counsel by the Partnership to effect such registration at least five Business Days before prepare the proposed date of filing of the applicable Registration Statement or prospectus supplement, or at least two Business Days documents to be used in connection with any overnight or bought an Underwritten Offering, the Partnership shall give written notice (including, but not limited to, notification by electronic mail) of such proposed Underwritten Offering to each Holder holding at least 500,000 of the Holders then-outstanding Registrable Securities and such notice shall (A) describe the intended method(s) of distribution, and the name of the proposed Managing Underwriter or Underwriters, if any, in offer such offering and (B) offer the Holders Holder the opportunity to include in such registration statement, prospectus supplement or Underwritten Offering, as the case may be, Offering such number of Registrable Securities (the “Included Registrable Securities”) as the Holders each such Holder may request in writing (such request may include the Registrable Securities to be included on behalf of any other Holder, as specified by the Holders)writing; provided, however, that if the Company Partnership has been advised by the Managing Underwriter of any such Underwritten Offering that the inclusion of all Registrable Securities that for sale for the Selling benefit of the Holders intend to include in such offering exceeds the number that can be sold in such offering without being likely to will have an adverse effect on the price, timing (other than by reason of the notice periods set forth herein) or distribution of the Common Stock LP Units in the Underwritten Offering, then (xa) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter without having such adverse effect, the Company Partnership shall not be required to offer such opportunity to the Holders, in which case the Partnership shall cause the Underwriters to provide the Holders written advisement of their exclusion (which notice need not include any explanation of the reasons for the exclusion and shall not give the Holders any rights against the Underwriters or expose the Underwriters to any liability) from the Underwritten Offering no later than 24 hours after the pricing of the Underwritten Offering, or (yb) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter without having such adverse effectUnderwriter, then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.02(b), in which case the Partnership shall cause the Underwriters to provide the Holders written advisement of their reduced participation (which notice need not include any explanation of the reasons for the reduced participation and shall not give the Holders any rights against the Underwriters or expose the Underwriters to any liability) or in such other manner as such Selling Holders may agreethe Underwritten Offering no later than 24 hours after the pricing of the Underwritten Offering. Any notice required to be provided in this Section 2.02(a) to the Holders shall be provided on a Business Day pursuant to Section 3.01 hereof and receipt of such notice shall be confirmed by the HoldersHolder. Holders Each such Holder shall then have two (2) Business Days (or one (1) Business Day in connection with any overnight or bought Underwritten Offering) after written notice has been delivered to request in writing the inclusion of Registrable Securities in the Underwritten Offering. If no written request for inclusion from Holders a Holder is received within the specified time, each such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, the Company Partnership shall determine for any reason not to undertake or to delay such Underwritten Offering, the Company Partnership may, at its election, give written notice of such determination to the Selling Holders and, (1x) 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 (2y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities as part of such Underwritten Offering for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in such Underwritten Offering by giving written notice to the Company Partnership of such withdrawal at least one Business Day before up to and including the time of pricing of such Underwritten Offering. Holders may deliver written notice (an “Opt-Out Notice”) to the Company requesting that such Holder not receive notice from the Company of any proposed Underwritten Offering; provided, however, that such Holder may later revoke any such Opt-Out Notice in writing prior to five Business Day before the time of pricing of such underwritten offering. Following receipt of an Opt-Out Notice from a Holder (unless subsequently revoked), the Company shall not be required to deliver any notice to such Holder pursuant to this Section 2.02(a) and such Holder (unless such Holder’s Opt-Out Notice is subsequently revoked) shall no longer be entitled to participate in Underwritten Offerings by the Company pursuant to this Section 2.02(a).

Participation. So long Except as a Holder has Registrable Securitiesprovided in Section 2.02(b), if at any time during the Company Effectiveness Period, Parent proposes to file (i) a shelf registration statement other than a the Shelf Registration Statement contemplated by Section 2.01 (in which event Parent covenants and other than agrees to include thereon a registration statement on Forms S-4 or S-8 and any successor formsdescription of the transaction under which the Holders acquired the Registrable Securities), (ii) a prospectus supplement to an effective shelf registration statement relating to the sale of equity securities of the Companystatement, other than a the Shelf Registration Statement contemplated by Section 2.01 and Holders may be included without the filing 2.01(a) of a post-effective amendment theretothis Agreement, , or (iii) a registration statement, other than a shelf registration statement, and other than a registration statement on Forms S-4 in the case of each of clause (i), (ii) or S-8 and any successor forms, in each case(iii), for the sale of Class A Common Stock in an Underwritten Offering or Overnight Underwritten Offering for its own account or that and/or the account of another Person, then as soon as practicable but not less than ten Business Days (or bothone 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 (other than a Shelf Registration Statement), as the case may be (an “Underwritten Offering Filing”), then the Company Parent shall give prompt written notice (including, but not limited to, notification by email) of its intention to effect such registration at least five Business Days before the proposed date of filing of the applicable Registration Statement or prospectus supplement, or at least two Business Days in connection with any overnight or bought Underwritten Offering (a “Piggyback Offering, ”) to the Holders and such notice shall (A) describe the intended method(s) of distribution, and the name of the proposed Managing Underwriter or Underwriters, if any, in such offering and (B) offer the Holders the opportunity to include in such registration statement, prospectus supplement or Underwritten Offering, as the case may be, Offering such number of Registrable Securities shares of Class A Common Stock (the “Included Registrable Securities”) as the Holders each such Holder may request in writing (such request may include the Registrable Securities to be included on behalf of any other Holder, as specified by the Holders)writing; provided, however, that if the Company Parent has been advised by the Managing Underwriter of any such Underwritten Offering Underwriter(s) in writing that the inclusion of all Registrable Securities that for sale for the benefit of the Selling Holders intend to include in such offering exceeds the number that can be sold in such offering without being likely to will have an a material adverse effect on the price, timing or distribution of the Class A Common Stock in the Underwritten Offering, then (x) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter without having such adverse effect, the Company shall not be required to offer such opportunity to the Holders or (y) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter without having such adverse effect, then the amount of Registrable Securities to be offered for the accounts of Selling Holders shall be determined based on the provisions of Section 2.02(b2.02(c) or in such other manner as such Selling Holders may agreeof this Agreement. Any The notice required to be provided in this Section 2.02(a) to each Holder (the Holders “Piggyback Notice”) shall be provided on a Business Day and receipt of such notice shall be confirmed by the Holderspursuant to Section 3.01 hereof. Holders Each Holder shall then have two five Business Days (or one Business Day in connection with any overnight or bought the case of an Overnight Underwritten Offering) after notice has been delivered the date on which the Holders received the Piggyback Notice to request in writing the inclusion of Registrable Securities in the Underwritten Offering. If no written request for inclusion from Holders a Holder is received within the specified timesuch period, each such Holder shall have no further right to participate in such Underwritten 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, the Company Parent shall determine for any reason not to undertake or to delay such Underwritten Offering, the Company Parent may, at its election, give written notice of such determination to the Selling Holders and, and (1x) 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 (2y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities as part of such Underwritten Offering for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in such any Underwritten Offering, Overnight Underwritten Offering or Piggyback Offering by giving written notice to the Company Parent of such withdrawal at least one Business Day before up to and including the time of pricing of such Underwritten Offeringoffering. Holders Notwithstanding the foregoing, any Holder may deliver written notice (an “Opt-Out Notice”) to the Company Parent requesting that such Holder not receive notice from the Company Parent of any proposed Underwritten Offering; provided, however, that such Holder may later revoke any such Opt-Out Notice in writing prior to five Business Day before the time of pricing of such underwritten offeringwriting. Following receipt of an Opt-Out Notice from a Holder (unless subsequently revoked)Holder, the Company Parent shall not be required to deliver any notice to such Holder pursuant to this Section 2.02(a) and such Holder (), unless such Holder’s Opt-Out Notice is subsequently revokedrevoked by such Holder. Notwithstanding anything contained herein to the contrary, Parent hereby agrees that (i) shall no longer be entitled to participate in Underwritten Offerings by the Company any shelf registration statement which includes Registrable Securities pursuant to this Section 2.02(a)) shall contain all language (including on the prospectus cover sheet, the principal stockholders’ table and the plan of distribution) as may be reasonably requested by Bighorn to allow for a Member Distribution and (ii) Parent shall, at the reasonable request of Bighorn seeking to effect a Member Distribution, file any prospectus supplement or post-effective amendments and otherwise take any action reasonably necessary to include such language, if such language was not included in the initial registration statement, or revise such language if deemed reasonably necessary by Bighorn to effect such Member Distribution.

Participation. So long Except as a Holder has Registrable Securitiesprovided in Section 2.02(b), if at any time during the Company Effectiveness Period, Parent proposes to file (i) a shelf registration statement other than a the Shelf Registration Statement contemplated by Section 2.01 (in which event Parent covenants and other than agrees to include thereon a registration statement on Forms S-4 or S-8 and any successor formsdescription of the transaction under which the Partnership Unitholders acquired the Registrable Securities), (ii) a prospectus supplement to an effective shelf registration statement relating to the sale of equity securities of the Companystatement, other than a the Shelf Registration Statement contemplated by Section 2.01 2.01(a) of this Agreement, and Holders may could be included without the filing of a post-effective amendment theretothereto (other than a post-effective amendment that is immediately effective), or (iii) a registration statement, other than a shelf registration statement, and other than a registration statement on Forms S-4 in the case of each of clause (i), (ii) or S-8 and any successor forms, in each case(iii), for the sale of Common Stock Units in an Underwritten Offering or Overnight Underwritten Offering for its own account or that of and/or another Person, then as soon as practicable but not less than ten (10) Business Days (or bothone 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 (other than a Shelf Registration Statement), as the case may be (an “Underwritten Offering Filing”), then the Company Parent shall give prompt written notice (including, but not limited to, notification by electronic mail) of its intention to effect such registration at least five Business Days before the proposed date of filing of the applicable Registration Statement or prospectus supplement, or at least two Business Days in connection with any overnight or bought Underwritten Offering (a “Piggyback Offering, ”) to the Holders Partnership Unitholders and such notice shall (A) describe the intended method(s) of distribution, and the name of the proposed Managing Underwriter or Underwriters, if any, in such offering and (B) offer the Holders the opportunity to include in such registration statement, prospectus supplement or Underwritten Offering, as the case may be, Offering such number of Registrable Securities Parent Common Units (the “Included Registrable Securities”) as the Holders each such Holder may request in writing (such request may include up to an aggregate of 20% of the Registrable Securities total number of Common Units to be included on behalf of any other Holder, as specified by offered and sold using the Holders)prospectus supplement; provided, however, that if the Company Parent has been advised by the Managing Underwriter of any such Underwritten Offering that the inclusion of all Registrable Securities that for sale for the benefit of the Selling Holders intend to include in such offering exceeds the number that can be sold in such offering without being likely to will have an a material adverse effect on the price, timing or distribution of the Common Stock Units in the Underwritten Offering, then (x) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter without having such adverse effect, the Company shall not be required to offer such opportunity to the Holders or (y) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter without having such adverse effect, then the amount of Registrable Securities to be offered for the accounts of Selling Holders shall be determined based on the provisions of Section 2.02(b2.02(c) or in such other manner as such Selling Holders may agreeof this Agreement. Any The notice required to be provided in this Section 2.02(a) to each Partnership Unitholder (the Holders “Piggyback Notice”) shall be provided on a Business Day and pursuant to Section 3.01 hereof. Promptly upon receipt of the Piggyback Notice, the Partnership Unitholders shall notify the other Holders (if any) of the opportunity to include in the Underwritten Offering such notice shall be confirmed by the Holdersnumber of Parent Common Units as each such Holder may request in writing. Holders Each Holder shall then have two five (5) Business Days (or one Business Day in connection with any overnight or bought 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 written request for inclusion from Holders a Holder is received within the specified timesuch period, each such Holder shall have no further right to participate in such Underwritten 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, the Company Parent Board shall determine for any reason not to undertake or to delay such Underwritten Offering, the Company Parent may, at its election, give written notice of such determination to the Selling Holders and, (1x) 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 (2y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities as part of such Underwritten Offering for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in such Underwritten Offering offering by giving written notice to the Company Parent of such withdrawal at least one Business Day before up to and including the time of pricing of such Underwritten Offeringoffering. Holders Notwithstanding the foregoing, any Holder may deliver written notice (an “Opt-Out Notice”) to the Company Parent requesting that such Holder not receive notice from the Company Parent of any proposed Underwritten Offering; provided, however, that such Holder may later revoke any such Opt-Out Notice in writing prior to five Business Day before the time of pricing of such underwritten offering. Following receipt of an Opt-Out Notice from a Holder (unless subsequently revoked), the Company shall not be required to deliver any notice to such Holder pursuant to this Section 2.02(a) and such Holder (unless such Holder’s Opt-Out Notice is subsequently revoked) shall no longer be entitled to participate in Underwritten Offerings by the Company pursuant to this Section 2.02(a).

Participation. So long as a Holder has Common Unit Registrable Securities, if the Company Partnership proposes to file (i) a shelf registration statement other than a Registration Statement contemplated by Section 2.01 and other than a registration statement on Forms S-4 or S-8 and any successor forms, (ii) a prospectus supplement to an effective shelf registration statement relating to the sale of equity securities of the Company, other than a Registration Statement contemplated by Section 2.01 and Holders may be included without the filing of a post-effective amendment thereto, or (iii) a registration statement, other than a shelf registration statement, and other than a registration statement on Forms S-4 or S-8 and any successor formsfile, in each case, for the sale of Common Stock Units in an Underwritten Offering for its own account either: (i) a shelf registration statement, other than a Registration Statement contemplated by Section 2.01(a), on behalf of itself or that any other holder of another PersonPartnership securities who has registration rights related to an Underwritten Offering (each such person, an “Other Holder”), or both(ii) a prospectus supplement relating to the sale of Common Units by the Partnership or any Other Holders to an effective “automatic” registration statement, so long as the Partnership is a WKSI at such time or, whether or not the Partnership is a WKSI, so long as the Common Unit Registrable Securities were previously included in the underlying shelf registration statement or are included on an effective registration statement, or in any case in which Holders may participate in such offering without filing a post-effective amendment that must be declared effective, in each case, for the sale of Common Units by the Partnership or Other Holders in an Underwritten Offering (including an Underwritten Offering undertaken pursuant to Section 2.04), then the Company Partnership shall give prompt written notice of its intention to effect such registration at least five Business Days before (including notification by electronic mail) following the proposed date of filing selection of the applicable Registration Statement or prospectus supplement, or at least two Business Days in connection with any overnight or bought Managing Underwriter for such Underwritten Offering, of such Underwritten Offering to each Holder (together with its Affiliates) (the Holders and such notice “Piggyback Notice”). The Piggyback Notice shall (A) describe the intended method(s) of distribution, and the name of the proposed Managing Underwriter or Underwriters, if any, in such offering and (B) offer the Holders the opportunity to include in such registration statement, prospectus supplement or Underwritten Offering, as Offering the case may be, such number of Common Unit Registrable Securities (the “Included Common Unit Registrable Securities”) as the Holders each Holder may request in writing (writing. However, the Partnership shall not be required to provide such request may include the Registrable Securities to be included on behalf of any other Holder, as specified by the Holders); provided, however, that opportunity if the Company Holders do not offer, in the aggregate, a minimum of the Piggyback Threshold Amount of Common Unit Registrable Securities. Moreover, if the Partnership has been advised by the Managing Underwriter of any such Underwritten Offering that the inclusion of all Common Unit Registrable Securities that for sale for the Selling benefit of the Holders intend to include in such offering exceeds the number that can be sold in such offering without being likely to will have an adverse effect in any material respect on the price, timing or distribution of the Common Stock Units in the Underwritten Offering, then if (xA) if in the opinion of the Managing Underwriter, no Common Unit Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter without having such adverse effectOffering, the Company Partnership shall not be required to offer such opportunity to the Holders or (yB) if in the opinion of the Managing Underwriter, any Common Unit Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter without having such adverse effectOffering, 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 2.02(b) or in such other manner as such Selling Holders may agree). Any notice required to be provided in this Section 2.02(a) to the Holders shall be provided on a Business Day and receipt of such notice shall be confirmed and kept confidential by the HoldersHolders unless and until such proposed Underwritten Offering has been publicly announced by the Partnership. If such proposed Underwritten Offering has been abandoned, the Partnership shall provide notice to the Holders reasonably promptly after the final decision to abandon a proposed Underwritten Offering has been made and such action and its context shall remain confidential. Each such Holder 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 a Holder’s written request for inclusion from Holders is not received within the specified time, each such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, the Company 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, the Company may, at its election, give written notice of such determination to the Selling Holders and, Partnership (1) shall, in the case of a determination not to undertake such Underwritten Offering, give written notice (including by electronic mail) of such determination to the Selling Holders and shall be relieved of its obligation to sell any Included Common Unit Registrable Securities in connection with such terminated Underwritten Offering, and (2) shall, in the case of a determination to delay such Underwritten Offering, give written notice (including by electronic mail) of such determination to the Selling Holders and shall be permitted to delay offering any Included Common Unit 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 its request for inclusion of such Selling Holder’s its Common Unit Registrable Securities in such Underwritten Offering by giving written notice to the Company Partnership of such its withdrawal at least one Business Day before prior to the time of pricing of such Underwritten Offering. Holders Any Holder may deliver written notice (an “Opt-Out Notice”) to the Company Partnership requesting that such Holder not receive notice from the Company Partnership of any proposed Underwritten Offering; provided, however, that such Holder may later revoke any such Opt-Out Notice in writing prior to five Business Day before the time of pricing of such underwritten offeringwriting. Following receipt of an Opt-Out Notice from a Holder (unless subsequently revoked), the Company Partnership shall not be required to deliver any notice to such Holder pursuant to this Section 2.02(a) and such Holder (unless such Holder’s Opt-Out Notice is subsequently revoked) shall no longer be entitled to participate in Underwritten Offerings by the Company Partnership pursuant to this Section 2.02(a), unless such Opt-Out Notice is revoked by such Holder.

Participation. So long as a Holder has Registrable Securities, if If the Company at any time following its IPO, at a time when any Registrable Shares (as defined in the Registration Rights Agreement) of the Stockholders are not then registered pursuant to a Shelf Registration (as defined in the Registration Rights Agreement), proposes to file a Registration Statement with respect to any offering of its equity securities for its own account or for the account of any Stockholder (the “Registering Stockholder”) under the Securities Act or to otherwise conduct a Public Offering with respect to any offering of its equity securities for its own account or for the account of any other Person (other than (i) a shelf registration statement other than a Registration Statement contemplated by Section 2.01 and other than a registration statement on Forms S-4 Form S-4, Form F-4 or Form S-8 and or any successor forms, form to such forms or (ii) a prospectus supplement Registration of securities solely relating to an effective shelf registration statement relating offering and sale to the sale of equity securities employees or directors of the Company, Company or its subsidiaries pursuant to any Company stock plan or other than a Registration Statement contemplated by Section 2.01 and Holders may be included without the filing of a post-effective amendment thereto, Company benefit plan arrangement or (iii) a registration statementin which the only equity securities being registered are equity securities issuable upon conversion of debt securities that are also being registered), other then, as soon as practicable (but in no event less than a shelf registration statement, and other than a registration statement on Forms S-4 or S-8 and any successor forms, in each case, for the sale of Common Stock in an Underwritten Offering for its own account or that of another Person, or both, then the Company shall give prompt written notice of its intention five (5) business days prior to effect such registration at least five Business Days before the proposed date of filing of the applicable Registration Statement in respect of such offering or, in the case of a Public Offering under a Shelf Registration Statement, the anticipated pricing or prospectus supplementtrade date), the Company shall give written notice (a “Piggyback Notice”) of such proposed filing or Public Offering to all Stockholders, and such Piggyback Notice shall offer the Stockholders the opportunity to register under any such Registration Statement, or at least two Business Days in connection with any overnight or bought Underwritten Offering, to the Holders and such notice shall (A) describe the intended method(s) of distribution, and the name of the proposed Managing Underwriter or Underwriters, if any, in such offering and (B) offer the Holders the opportunity to include in such registration statement, prospectus supplement or Underwritten Public Offering, as the case may be, such number of Registrable Securities (the “Included Registrable Securities”) Shares as the Holders each such Stockholder may request in writing (a “Piggyback Registration”). Subject to Section 4.1.2, the Company shall use commercially reasonable efforts to include in such request may include the Registration Statement or in such Public Offering, as applicable, all such Registrable Securities Shares that are requested to be included on behalf therein within five (5) days after the receipt by such Stockholder of any other Holder, as specified by the Holders)such notice; provided, however, that if the Company has been advised by the Managing Underwriter of any such Underwritten Offering that the inclusion of all Registrable Securities that the Selling Holders intend to include in such offering exceeds the number that can be sold in such offering without being likely to have an adverse effect on the price, timing or distribution of the Common Stock in the Underwritten Offering, then (x) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter without having such adverse effect, the Company shall not be required to offer such opportunity to the Holders or (y) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter without having such adverse effect, then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.02(b) or in such other manner as such Selling Holders may agree. Any notice required to be provided in this Section 2.02(a) to the Holders shall be provided on a Business Day and receipt of such notice shall be confirmed by the Holders. Holders 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 Holders is received within the specified time, each such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering register or sell any securities and prior to the closing effective date of the Registration Statement filed in connection with such Underwritten OfferingRegistration or the pricing or trade date of a Public Offering under a Shelf Registration Statement, the Company shall determine determines for any reason not to undertake register or sell or to delay the Registration or sale of such Underwritten Offeringsecurities, the Company may, at its election, shall give written notice of such determination to the Selling Holders each Stockholder and, thereupon, (1i) in the case of a determination not to undertake such Underwritten Offeringregister or sell, shall be relieved of its obligation to register or sell any Included Registrable Securities Shares in connection with such terminated Underwritten OfferingRegistration or Public Offering (but not from its obligation to pay the registration expenses in connection therewith), without prejudice, however, to the rights of any Stockholders pursuant to the Registration Rights Agreement, and (2ii) in the case of a determination to delay such Underwritten OfferingRegistration or sale, in the absence of a request for registration made under the Registration Rights Agreement shall be permitted to delay offering registering or selling any Included Registrable Securities as part of such Underwritten Offering Shares, for the same period as the delay in the Underwritten Offeringregistering or selling such other securities. Any Selling Holder Stockholder shall thereafter have the right to withdraw such Selling Holder’s all or part of its request for inclusion of such Selling Holder’s its Registrable Securities Shares in such Underwritten Offering a Piggyback Registration by giving written notice to the Company of such withdrawal at least one Business Day before the time of pricing of such Underwritten Offering. Holders may deliver written notice (an “Opt-Out Notice”) its request to the Company requesting that such Holder not receive notice from the Company of any proposed Underwritten Offering; provided, however, that such Holder may later revoke any such Opt-Out Notice in writing prior to five Business Day before the time of pricing of such underwritten offering. Following receipt of an Opt-Out Notice from a Holder (unless subsequently revoked), the Company shall not be required to deliver any notice to such Holder pursuant to this Section 2.02(a) and such Holder (unless such Holder’s Opt-Out Notice is subsequently revoked) shall no longer be entitled to participate in Underwritten Offerings by the Company pursuant to this Section 2.02(a)withdraw.

Participation. So long as a Holder has Registrable Securities, if If the Company Partnership proposes to file (i) a shelf registration statement other than a the Registration Statement contemplated by Section 2.01 and other than a registration statement on Forms S-4 or S-8 and any successor forms2.01(a), (ii) a prospectus supplement to an effective shelf registration statement relating to the sale of equity securities of the Companystatement, other than a the Registration Statement contemplated by Section 2.01 2.01(a) of this Agreement and Holders may be included without the filing of a post-effective amendment thereto, or (iii) a registration statement, other than a shelf registration statement, and other than a registration statement on Forms S-4 or S-8 and any successor forms, in each case, for the sale of Common Stock Units in an Underwritten Offering for its own account or that of and/or another Person, or both, then as soon as practicable following the Company shall give prompt written notice engagement of its intention counsel by the Partnership to effect such registration at least five Business Days before prepare the proposed date of filing of the applicable Registration Statement or prospectus supplement, or at least two Business Days documents to be used in connection with any overnight or bought an Underwritten Offering, the Partnership shall give notice (including, but not limited to, notification by electronic mail) of such proposed Underwritten Offering to each Holder (together with its Affiliates) holding at least $30 million of the Holders then-outstanding Registrable Securities (based on the Common Unit Price) and such notice shall (A) describe the intended method(s) of distribution, and the name of the proposed Managing Underwriter or Underwriters, if any, in offer such offering and (B) offer the Holders the opportunity to include in such registration statement, prospectus supplement or Underwritten Offering, as the case may be, Offering such number of Registrable Securities (the “Included Registrable Securities”) as the Holders each such Holder may request in writing (such request may include the Registrable Securities to be included on behalf of any other Holder, as specified by the Holders)writing; provided, however, that if the Company Partnership has been advised by the Managing Underwriter of any such Underwritten Offering that the inclusion of all Registrable Securities that for sale for the Selling benefit of the Holders intend to include in such offering exceeds the number that can be sold in such offering without being likely to will have an adverse effect on the price, timing or distribution of the Common Stock Units in the Underwritten Offering, then (xA) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter without having such adverse effectUnderwriter, the Company Partnership shall not be required to offer such opportunity to the Holders or (yB) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter without having such adverse effectUnderwriter, then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.02(b) or in such other manner as such Selling Holders may agree). Any notice required to be provided in this Section 2.02(a) to the Holders shall be provided on a Business Day pursuant to Section 3.01 hereof and receipt of such notice shall be confirmed and kept confidential by the HoldersHolder 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. Holders Each such Holder 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 Holders a Holder is received within the specified time, each such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, the Company shall determine for any reason not to undertake or to delay such Underwritten Offering, the Company may, at its election, give written notice of such determination to the Selling Holders and, (1) 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 (2) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities as part of such Underwritten Offering for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in such Underwritten Offering by giving written notice to the Company of such withdrawal at least one Business Day before the time of pricing of such Underwritten Offering. Holders may deliver written notice (an “Opt-Out Notice”) to the Company requesting that such Holder not receive notice from the Company of any proposed Underwritten Offering; provided, however, that such Holder may later revoke any such Opt-Out Notice in writing prior to five Business Day before the time of pricing of such underwritten offering. Following receipt of an Opt-Out Notice from a Holder (unless subsequently revoked), the Company shall not be required to deliver any notice to such Holder pursuant to this Section 2.02(a) and such Holder (unless such Holder’s Opt-Out Notice is subsequently revoked) shall no longer be entitled to participate in Underwritten Offerings by the Company pursuant to this Section 2.02(a).Underwritten

Participation. So long as a Holder has Registrable Securities, if If the Company at any time proposes to file a Registration Statement with respect to any Company Public Sale (other than (i) a shelf registration statement other than a Registration Statement contemplated by Section 2.01 and other than a registration statement on Forms S-4 or S-8 and any successor formsproposed to be filed in connection with the IPO, (ii) a prospectus supplement to an effective shelf registration statement relating to the sale of equity securities of the Company, other than a Registration Statement contemplated by under Section 2.01 and or Section 2.02, it being understood that this clause (ii) does not limit the rights of Holders may be included without to make written requests pursuant to Sections 2.01 or 2.02 or otherwise limit the filing of a post-effective amendment theretoapplicability thereof, or (iii) a registration statementRegistration Statement on Form F-4 or Form S-8, other than a shelf registration statement, and other than (iv) a registration statement on Forms S-4 of securities solely relating to an offering and sale to employees, directors or S-8 consultants of the Company or its Subsidiaries pursuant to any employee stock plan or other employee benefit plan arrangement, (v) a registration not otherwise covered by clause (iii) above pursuant to which the Company is offering to exchange its own securities for other securities, (vi) a Registration Statement relating solely to dividend reinvestment or similar plans or (vii) a Shelf Registration Statement pursuant to which only the initial purchasers and subsequent transferees of debt securities of the Company or any of its Subsidiaries that are convertible or exchangeable for Company Shares and that are initially issued pursuant to Rule 144A and/or Regulation S (or any successor forms, in each case, for provisions) of the sale of Common Stock in an Underwritten Offering for its own account or that of another Person, or both, then Securities Act may resell such notes and sell the Company shall give prompt written notice of its intention Shares into which such notes may be converted or exchanged), then, (A) as soon as practicable (but in no event less than thirty (30) days prior to effect such registration at least five Business Days before the proposed date of filing of such Registration Statement), the applicable Registration Statement or prospectus supplement, or at least two Business Days in connection with any overnight or bought Underwritten Offering, Company shall give written notice of such proposed filing to the Holders Shareholder, and such notice shall (A) describe the intended method(s) of distribution, and the name of the proposed Managing Underwriter or Underwriters, if any, in such offering and (B) offer the Holders Shareholder the opportunity to include in Register under such registration statement, prospectus supplement or Underwritten Offering, as the case may be, Registration Statement such number of Registrable Securities (the “Included Registrable Securities”) as the Holders Shareholder may request in writing delivered to the Company within ten (10) days of delivery of such request may include written notice by the Company, and (B) subject to Section 2.03(c), as soon as practicable after the expiration of such ten (10) day period (but in no event less than fifteen (15) days prior to the proposed date of filing of such Registration Statement), the Company shall give written notice of such proposed filing to the Holders (other than the Shareholder), and such notice shall offer each such Holder the opportunity to Register under such Registration Statement such number of Registrable Securities as such Holder may request in writing within ten (10) days of delivery of such written notice by the Company. Subject to Sections 2.03(b) and (c), the Company shall include in such Registration Statement all such Registrable Securities that are requested by Holders to be included on behalf of any other Holder, as specified by therein in compliance with the Holdersimmediately foregoing sentence (a “Piggyback Registration”); provided, howeverthat, that if the Company has been advised by the Managing Underwriter of any such Underwritten Offering that the inclusion of all Registrable Securities that the Selling Holders intend to include in such offering exceeds the number that can be sold in such offering without being likely to have an adverse effect on the price, timing or distribution of the Common Stock in the Underwritten Offering, then (x) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter without having such adverse effect, the Company shall not be required to offer such opportunity to the Holders or (y) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter without having such adverse effect, then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.02(b) or in such other manner as such Selling Holders may agree. Any notice required to be provided in this Section 2.02(a) to the Holders shall be provided on a Business Day and receipt of such notice shall be confirmed by the Holders. Holders 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 Holders is received within the specified time, each such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of 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, 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, the Company may, at its election, shall give written notice of such determination to the Selling Holders each Holder that had requested to Register its, his or her Registrable Securities in such Registration Statement and, thereupon, (1) in the case of a 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 (but not from its obligation to pay the Registration Expenses in connection therewith, to the extent payable), without prejudice, however, to the rights of the Shareholder to request that such Registration be effected as a Demand Registration under Section 2.01, and (2) in the case of a determination to delay Registering, in the absence of a request by the Shareholder to request that such Underwritten OfferingRegistration be effected as a Demand Registration under Section 2.01, shall be permitted to delay offering Registering any Included Registrable Securities as part of such Underwritten Offering Securities, for the same period as the delay in Registering the Underwritten Offeringother equity securities covered by such Piggyback Registration. Any Selling Holder shall have If the right offering pursuant to withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in such Underwritten Offering by giving written notice Registration Statement is to the Company of such withdrawal at least one Business Day before the time of pricing of such Underwritten Offering. Holders may deliver written notice (an “Opt-Out Notice”) to the Company requesting that such Holder not receive notice from the Company of any proposed Underwritten Offering; provided, however, that such Holder may later revoke any such Opt-Out Notice in writing prior to five Business Day before the time of pricing of such underwritten offering. Following receipt of an Opt-Out Notice from a Holder (unless subsequently revoked)be underwritten, the Company shall not be required to deliver any so advise the Holders as a part of the written notice to such given pursuant this Section 2.03(a), and each Holder making a request for a Piggyback Registration pursuant to this Section 2.02(a2.03(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 2.03(b) and (c). If the offering pursuant to such Holder (unless such Holder’s Opt-Out Notice Registration Statement is subsequently revoked) shall no longer to be entitled to participate in Underwritten Offerings by on any other basis, the Company shall so advise the Holders as part of the written notice given pursuant to this Section 2.02(a2.03(a), and each Holder making a request for a Piggyback Registration pursuant to this Section 2.03(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 2.03(b) and (c). Each Holder shall be permitted to withdraw all or part of its Registrable Securities from a Piggyback Registration at any time prior to the effectiveness of such Registration Statement.