Common use of Restrictions on Public Sale by Holders of Registrable Securities Clause in Contracts

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder of Registrable Securities agrees, if requested by the underwriters of an Underwritten Offering, to enter into a customary letter agreement with such underwriters providing such Holder will not effect any public sale or distribution of Registrable Securities during the 60 calendar day period beginning on the date of a prospectus or prospectus supplement filed with the Commission with respect to the pricing of any Underwritten Offering, provided that (i) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on the Partnership or the officers, directors or any other Affiliate of the Partnership on whom a restriction is imposed and (ii) the restrictions set forth in this Section 2.07 shall not apply to any Registrable Securities that are included in such Underwritten Offering by such Holder. In addition, this Section 2.07 shall not apply to any Holder that is not entitled to participate in such Underwritten Offering, whether because such Holder delivered an Opt-Out Notice prior to receiving notice of the Underwritten Offering or because such Holder holds less than $15 million of the then-outstanding Registrable Securities.

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder of Registrable Securities agrees, if requested by the underwriters of an Underwritten Offering, agrees to enter into a customary letter agreement with such underwriters providing such Holder will not effect any public sale or distribution of Registrable Securities during the 60 calendar day period beginning on the date of a prospectus or prospectus supplement filed with the Commission with respect to the pricing of any Underwritten Offering, provided that (i) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on the Partnership or the officers, directors or any other Affiliate of the Partnership on whom a restriction is imposed and (ii) the restrictions set forth in this Section 2.07 shall not apply to any Registrable Securities that are included in such Underwritten Offering by such Holder. In addition, this Section 2.07 shall not apply to any Holder that is not entitled to participate in such Underwritten Offering, whether because such Holder delivered an Opt-Out Notice prior to receiving notice of the Underwritten Offering or because such Holder holds less than $15 10.0 million of the then-outstanding Registrable Securities.

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder of Registrable Securities agrees, if requested by the underwriters of an Underwritten Offering, included in a Registration Statement agrees to enter into a customary letter agreement with such underwriters providing that such Holder will not effect any public sale or distribution of Registrable Securities during the 60 45 calendar day period beginning on the date of a prospectus or prospectus supplement filed with the Commission with respect to the pricing of any Underwritten Offering; provided, provided however, that (i) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on the Partnership Company or the officers, directors or any other Affiliate of the Partnership Company on whom a restriction is imposed and (ii) the restrictions set forth in this Section 2.07 2.6 shall not apply to any Registrable Securities that are included in such Underwritten Offering by such Holder. In addition, this Section 2.07 2.6 shall not apply to any Holder that is not entitled to participate in such Underwritten Offering, whether because such Holder delivered an a Piggyback Opt-Out Notice prior to receiving notice of the Underwritten Offering or Offering, because such Holder holds less than $15 32.5 million of the then-outstanding Common Units, calculated on the basis of the Purchased Unit Price, or because the Registrable SecuritiesSecurities of such Holder have become eligible for resale pursuant to any section of Rule 144 under the Securities Act (or any similar provision then in effect) without any restriction (including, if the Holder is an Affiliate of the Company, restrictions that apply to sales by Affiliates).

Restrictions on Public Sale by Holders of Registrable Securities. Each For so long as Registrable Securities in the aggregate represent more than 10% of the outstanding Common Stock of Seller, each Holder of Registrable Securities agrees, if requested by the underwriters of an Underwritten Offering, agrees to enter into a customary letter agreement with such underwriters providing such Holder will not effect any public sale or distribution of the Registrable Securities during the 60 90 calendar day period beginning on the date of a prospectus or prospectus supplement filed with the Commission SEC with respect to the pricing of any an Underwritten Offering, provided that (i) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on the Partnership Seller or the officers, directors or any other Affiliate stockholder of the Partnership Seller on whom a restriction is imposed and (ii) the restrictions set forth in this Section 2.07 2.7 shall not apply to any Registrable Securities that are included in such Underwritten Offering by such Holder. In additionNotwithstanding the foregoing, nothing in this Section 2.07 2.7 shall not apply to restrict the ability of any Holder that is not entitled from disposing of its Registrable Securities pursuant to participate in such Underwritten Offering, whether because such Holder delivered an Opta Rule 10b5-Out Notice prior to receiving notice of the Underwritten Offering or because such Holder holds less than $15 million of the then-outstanding Registrable Securities1 plan.

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder of Registrable Securities agrees, if requested by who is included in the underwriters of an Underwritten Offering, Shelf Registration Statement agrees not to enter into a customary letter agreement with such underwriters providing such Holder will not effect any public sale or distribution of the Registrable Securities during the 60 calendar day for a period beginning on the date of a prospectus up to 30 days following completion of an Underwritten Offering or prospectus supplement filed with the Commission with respect to the pricing Overnight Underwritten Offering of any Underwritten Offeringequity securities by Parent, provided that (i) Parent gives written notice to such Holder of the date of the commencement and termination of such period with respect to any such Underwritten Offering or Overnight Underwritten Offering and (ii) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters of such public sale or distribution on Parent or on the Partnership officers or the officers, directors or any other Affiliate unitholder of the Partnership Parent on whom a restriction is imposed and (ii) the restrictions set forth in imposed; provided further, that this Section 2.07 2.06 shall not apply to any Registrable Securities that are included in such Underwritten Offering by such Holder. In addition, this Section 2.07 shall not apply to any a Holder that is not entitled to participate in such Underwritten Offering, whether because such Holder delivered an Opt-Out Notice prior to receiving notice of the Underwritten Offering or because such Holder holds less than $15 10 million of the then-outstanding Registrable Securities, which value shall be determined by multiplying the number of Registrable Securities owned by the Common Unit Price.

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder of Common Unit Registrable Securities agrees, if requested by the underwriters of that participates in an Underwritten Offering, to Offering will enter into a customary letter agreement with such underwriters providing such Holder will not effect any public sale or distribution of Common Unit Registrable Securities during the 60 calendar calendar-day period beginning on the date of a prospectus or prospectus supplement filed with the Commission SEC with respect to the pricing of any Underwritten Offering, provided that (i) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on the Partnership or the officers, directors or any other Affiliate of the Partnership or the General Partner on whom a restriction is imposed and (ii) the restrictions set forth in this Section 2.07 shall not apply to any Common Unit Registrable Securities that are included in such Underwritten Offering by such Holder. In addition, this Section 2.07 shall not apply to any Holder that is not entitled to participate in such Underwritten Offering, whether because such Holder delivered an Opt-Out Notice prior to receiving notice of the Underwritten Offering or because such Holder (together with its Affiliates) holds less than $15 million the Piggyback Threshold Amount of the then-outstanding Common Unit Registrable SecuritiesSecurities (calculated based on the Common Unit Registrable Securities Amount) or because the Common Unit Registrable Securities held by such Holder may be disposed of without restriction pursuant to any section of Rule 144 under the Securities Act (or any successor or similar provision adopted by the SEC then in effect).

Restrictions on Public Sale by Holders of Registrable Securities. Each To the extent requested by the Managing Underwriter, each Holder of Registrable Securities agrees, if requested by the underwriters of that participates in an Underwritten Offering, to Offering will enter into a customary letter agreement with such underwriters providing such Holder will not effect any public sale or distribution of Registrable Securities during the 60 calendar calendar-day period beginning on the date of a prospectus or prospectus supplement filed with the Commission SEC with respect to the pricing of any Underwritten Offering, provided that (i) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on the Partnership Corporation or the officers, directors or any other Affiliate of the Partnership Corporation on whom a restriction is imposed and (ii) the restrictions set forth in this Section 2.07 shall not apply to any Registrable Securities that are included in such Underwritten Offering by such Holder. In addition, this Section 2.07 shall not apply to any Holder that is not entitled to participate in such Underwritten Offering, whether because such Holder delivered an Opt-Out Notice prior to receiving notice of the Underwritten Offering or because the Registrable Securities held by such Holder holds less than $15 million may be disposed of without restriction pursuant to Rule 144 under the then-outstanding Registrable SecuritiesSecurities Act (or any successor or similar provision adopted by the SEC then in effect).

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder of Registrable Securities agrees, if requested by the underwriters of an Underwritten Offering, to enter into a customary letter agreement with such underwriters providing such Holder will not effect any public sale or distribution of Registrable Securities during the 60 calendar day period beginning on the date of a prospectus or prospectus supplement filed with the Commission with respect to the pricing of any Underwritten Offering, provided that (i) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on the Partnership or the officers, directors or any other Affiliate of the Partnership on whom a restriction is imposed and (ii) the restrictions set forth in this Section 2.07 shall not apply to any Registrable Securities that are included in such Underwritten Offering by such Holder. In addition, this Section 2.07 shall not apply to any Holder that is not entitled to participate in such Underwritten Offering, whether because such Holder delivered an Opt-Out Notice prior to receiving notice of the Underwritten Offering or because such Holder holds less than $15 million of the then-outstanding Registrable SecuritiesThreshold Amount.

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder of Registrable Securities agrees, if requested by the underwriters of an Underwritten Offering, agrees to enter into a customary letter agreement with such underwriters providing such Holder will not effect any public sale or distribution of Registrable Securities during the 60 calendar day period beginning on the date of a prospectus or prospectus supplement filed with the Commission with respect to the pricing of any Underwritten Offering, provided provided, however, that (i) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on the Partnership or the officers, directors or any other Affiliate of the Partnership on whom a restriction is imposed and (ii) the restrictions set forth in this Section 2.07 shall not apply to any Registrable Securities that are included in such Underwritten Offering by such Holder. In addition, this Section 2.07 shall not apply to any Holder that is not entitled to participate in such Underwritten Offering, including, without limitation, whether because such Holder delivered an Opt-Out Notice prior to receiving notice of the Underwritten Offering or Offering, because such Holder holds less than $15 5.0 million of the then-outstanding Registrable SecuritiesSecurities or because the Registrable Securities held by such Holder may be disposed of without restriction pursuant to any section of Rule 144 (or any similar provision then in effect) under the Securities Act.

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder of Registrable Securities agrees, if requested by the underwriters of an Underwritten Offering, agrees to enter into a customary letter agreement with such underwriters providing such Holder will not effect any public sale or distribution of the class of Registrable Securities subject to the Underwritten Offering during the 60 sixty (60) calendar day period beginning on the date of a prospectus or prospectus supplement filed with the Commission with respect to the pricing of any Underwritten Offering, provided that (i) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on the Partnership or the officers, directors or any other Affiliate of the Partnership on whom a restriction is imposed and (ii) the restrictions set forth in this Section 2.07 shall not apply to any Registrable Securities that are included in such Underwritten Offering by such Holder. In addition, this Section 2.07 shall not apply to any Holder that is not entitled to participate in such Underwritten Offering, whether because such Holder delivered an Opt-Out Notice prior to receiving notice of the Underwritten Offering or Offering, because such Holder holds less than $15 10.0 million of the then-outstanding Registrable SecuritiesSecurities or because the Registrable Securities held by such Holder may be disposed of without restriction pursuant to any section of Rule 144 (or any similar provision then in effect) under the Securities Act.

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder of Registrable Securities agrees, if requested by the underwriters of an Underwritten Offering, agrees to enter into a customary letter agreement with such underwriters providing such Holder will not effect any public sale or distribution of Registrable Securities during the 60 calendar day period beginning on the date of a prospectus or prospectus supplement filed with the Commission with respect to the pricing of any Underwritten Offering, provided provided, however, that (i) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on the Partnership or the officers, directors or any other Affiliate of the Partnership on whom a restriction is imposed and (ii) the restrictions set forth in this Section 2.07 shall not apply to any Registrable Securities that are included in such Underwritten Offering by such Holder. In addition, this Section 2.07 shall not apply to any Holder that is not entitled to participate in such Underwritten Offering, including, without limitation, whether because such Holder delivered an Opt-Out Notice prior to receiving notice of the Underwritten Offering or Offering, because such Holder holds less than $15 10.0 million of the then-outstanding Registrable SecuritiesSecurities or because the Registrable Securities held by such Holder may be disposed of without restriction pursuant to any section of Rule 144 (or any similar provision then in effect) under the Securities Act.

Restrictions on Public Sale by Holders of Registrable Securities. Each For so long as Registrable Securities in the aggregate represent more than 10% of the outstanding McMoRan Common Stock of McMoRan, each Holder of Registrable Securities agrees, if requested by the underwriters of an Underwritten Offering, agrees to enter into a customary letter agreement with such underwriters providing such Holder will not effect any public sale or distribution of the Registrable Securities during the 60 90 calendar day period beginning on the date of a prospectus or prospectus supplement filed with the Commission SEC with respect to the pricing of any an Underwritten Offering, provided that (i) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on the Partnership McMoRan or the officers, directors or any other Affiliate stockholder of the Partnership McMoRan on whom a restriction is imposed and (ii) the restrictions set forth in this Section 2.07 2.7(b) shall not apply to any Registrable Securities that are included in such Underwritten Offering by such Holder. In additionNotwithstanding the foregoing, nothing in this Section 2.07 2.7(b) shall not apply to restrict the ability of any Holder that is not entitled from disposing of its Registrable Securities pursuant to participate in such Underwritten Offering, whether because such Holder delivered an Opta Rule 10b5-Out Notice prior to receiving notice of the Underwritten Offering or because such Holder holds less than $15 million of the then-outstanding Registrable Securities1 plan.

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder of Registrable Securities agrees, if requested by the underwriters of an Underwritten Offering, included in a Registration Statement agrees to enter into a customary letter agreement with such underwriters providing that such Holder will not effect any public sale or distribution of Registrable Securities during the 60 30 calendar day period beginning on the date of a prospectus or prospectus supplement filed with the Commission with respect to the pricing of any Underwritten Offering; provided, provided however, that (i) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on the Partnership Company or the officers, directors or any other Affiliate of the Partnership Company on whom a restriction is imposed and imposed, (ii) the restrictions set forth in this Section 2.07 2.6 shall not apply to any Registrable Securities that are included in such Underwritten Offering by such HolderHolder and (iii) any such agreement shall not be deemed to preclude or restrict Xxxxxxx Xxxxx & Company from engaging in any brokerage, investment advisory, financial advisory, anti-raid advisory, principaling, merger advisory, financing, asset management, trading, market-making, arbitrage, investment activity or other similar businesses. In addition, this Section 2.07 2.6 shall not apply to any Holder that is not entitled to participate in such Underwritten Offering, whether because such Holder delivered an a Piggyback Opt-Out Notice prior to receiving notice of the Underwritten Offering or Offering, because such Holder (together with its Affiliates) holds less than $15 75 million of the then-outstanding Common Units, calculated on the basis of the Purchased Unit Price, or because the Registrable SecuritiesSecurities of such Holder have become eligible for resale pursuant to any section of Rule 144 under the Securities Act (or any similar provision then in effect) without any restriction.

Restrictions on Public Sale by Holders of Registrable Securities. Each To the extent requested by the Managing Underwriter, each Holder of Registrable Securities agrees, if requested by the underwriters of that participates in an Underwritten Offering, to Offering will enter into a customary letter agreement with such underwriters providing such Holder will not effect any public sale or distribution of Registrable Securities during the 60 calendar calendar-day period beginning on the date of a prospectus or prospectus supplement filed with the Commission SEC with respect to the pricing of any such Underwritten Offering, provided that that, notwithstanding the foregoing, (i) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters Underwriters on the Partnership Company or the officers, directors or any other Affiliate of the Partnership Company on whom a restriction is imposed and (ii) that the restrictions set forth in this Section 2.07 2.06 shall not apply to any Registrable Securities that are included in such Underwritten Offering by such Holder. In addition, this Section 2.07 2.06 shall not apply to any Holder that is not entitled to participate in such Underwritten Offering, whether because such Holder delivered an Opt-Out Notice prior to receiving notice of the Underwritten Offering or because the Registrable Securities held by such Holder holds less than $15 million may be disposed of without restriction pursuant to Rule 144 under the then-outstanding Registrable SecuritiesSecurities Act (or any successor or similar provision adopted by the SEC then in effect).

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder of Registrable Securities agrees, if requested by the underwriters of an Underwritten Offering, agrees to enter into a customary letter agreement with such underwriters providing such Holder will not effect any public sale or distribution of Registrable Securities during the 60 calendar day period beginning on the date of a prospectus or prospectus supplement filed with the Commission with respect to the pricing of any Underwritten Offering, provided that (i) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on the Partnership or the officers, directors or any other Affiliate of the Partnership on whom a restriction is imposed and (ii) the restrictions set forth in this Section 2.07 2.06 shall not apply to any Registrable Securities that are included in such Underwritten Offering by such Holder. In addition, this Section 2.07 2.06 shall not apply to any Holder that is not entitled to participate in such Underwritten Offering, whether because such Holder delivered an Opt-Out Notice prior to receiving notice of the Underwritten Offering or because such Holder holds less than $15 25 million of the then-outstanding Registrable Securities.

Restrictions on Public Sale by Holders of Registrable Securities. Each Selling Holder of Registrable Securities agrees, if requested by the underwriters of participating in an Underwritten Offering, Offering included in a Registration Statement agrees to enter into a customary letter agreement with such underwriters providing that such Holder Selling Holder, to the extent requested by the Partnership and any underwriter, will not effect any public sale or distribution of Registrable Securities during the 60 a period not to exceed forty-five (45) calendar day period beginning on days following the date of a prospectus or prospectus supplement filed with the Commission with respect to the pricing of any such Underwritten Offering; provided, provided however, that (i) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on the Partnership or the officers, directors or any other Affiliate of the Partnership on whom a restriction is imposed and (ii) the restrictions set forth in this Section 2.07 2.06 shall not apply to any Registrable Securities that are included in such Underwritten Offering by such Selling Holder. In addition, this Section 2.07 shall not apply to any Holder that is not entitled to participate in such Underwritten Offering, whether because such Holder delivered an Opt-Out Notice prior to receiving notice of the Underwritten Offering or because such Holder holds less than $15 million of the then-outstanding Registrable Securities.

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder of Registrable Securities agrees, if requested by the underwriters of that participates in an Underwritten Offering, to Offering will enter into a customary letter agreement with such underwriters providing such Holder will not effect any public sale or distribution of Registrable Securities during the 60 calendar calendar-day period beginning on the date of a prospectus or prospectus supplement filed with the Commission SEC with respect to the pricing of any Underwritten Offering, provided that (i) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on the Partnership or the officers, directors or any other Affiliate of the Partnership or the General Partner on whom a restriction is imposed and (ii) the restrictions set forth in this Section 2.07 shall not apply to any Registrable Securities that are included in such Underwritten Offering by such Holder. In addition, this Section 2.07 shall not apply to any Holder that is not entitled to participate in such Underwritten Offering, whether because such Holder delivered an Opt-Out Notice prior to receiving notice of the Underwritten Offering or because the Registrable Securities held by such Holder holds less than $15 million may be disposed of without restriction pursuant to any section of Rule 144 under the then-outstanding Registrable SecuritiesSecurities Act (or any successor or similar provision adopted by the SEC then in effect).

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder of Registrable Securities agrees, if requested by who is included in the underwriters of an Underwritten Offering, Shelf Registration Statement agrees not to enter into a customary letter agreement with such underwriters providing such Holder will not effect any public sale or distribution of the Registrable Securities during the for a period of up to 60 calendar day period beginning on the date days following completion of a prospectus an Underwritten Offering or prospectus supplement filed with the Commission with respect to the pricing Overnight Underwritten Offering of any Underwritten OfferingEquity Securities by Parent, provided that (i) Parent gives written notice to such Holder of the date of the commencement and termination of such period with respect to any such Underwritten Offering or Overnight Underwritten Offering and (ii) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters of such public sale or distribution on Parent or on the Partnership officers or the officers, directors or any other Affiliate affiliate of the Partnership Parent or unitholder of EEH on whom a restriction is imposed and (ii) the restrictions set forth in imposed; provided further, that this Section 2.07 2.06 shall not apply to any Registrable Securities that are included in such Underwritten Offering by such Holder. In addition, this Section 2.07 shall not apply to any a Holder that is not entitled to participate in such Underwritten Offering, whether because such Holder delivered an Opt-Out Notice prior to receiving notice of the Underwritten Offering or because such Holder holds less than $15 10 million of the then-outstanding Registrable Securities, which value shall be determined by multiplying the number of Registrable Securities owned by the Class A Common Stock Price.

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder of Registrable Securities agrees, if requested by the underwriters of an Underwritten Offering, agrees to enter into a customary letter agreement with such underwriters providing such Holder will not effect any public sale or distribution of the Registrable Securities during the 60 90 calendar day period beginning on the date of a prospectus or prospectus supplement filed with the Commission with respect to the pricing of any an Underwritten Offering, provided that (i) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on the Partnership Company or the officers, directors or any other Affiliate stockholder of the Partnership Company on whom a restriction is imposed and (ii) the restrictions set forth in this Section 2.07 2.11 shall not apply to (x) any Holder who does not have the right to participate in an Underwritten Offering pursuant to Section 2.03, (y) any Holder whose Registrable Securities are not included in an Underwritten Offering after such Holder makes a request to participate in such Underwritten Offering in accordance with the terms of Section 2.03(b) and (z) any Registrable Securities that are included in such Underwritten Offering by such Holder. In addition, this Section 2.07 shall not apply to any Holder that is not entitled to participate in such Underwritten Offering, whether because such Holder delivered an Opt-Out Notice prior to receiving notice of the Underwritten Offering or because such Holder holds less than $15 million of the then-outstanding Registrable Securities.

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder of Common Unit Registrable Securities agrees, if requested by the underwriters of who is participating in an Underwritten Offering, Offering and is included in a Registration Statement agrees to enter into a customary letter agreement (including standard carve-outs and exceptions) with such underwriters providing that such Holder will not effect any public sale or distribution of Common Unit Registrable Securities during the 60 45 calendar day period beginning on the date of a prospectus or prospectus supplement filed with the Commission with respect to the pricing of any such Underwritten Offering; provided, provided that however, that, notwithstanding the foregoing, (i) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters Underwriters on the Partnership or the officers, directors or any other Affiliate of the Partnership on whom a restriction is imposed and (ii) the restrictions set forth in this Section 2.07 2.06 shall not apply to any Common Unit Registrable Securities that are included in such Underwritten Offering by such Holder. In addition, this Section 2.07 shall not apply to any Holder that is not entitled to participate in such Underwritten Offering, whether because such Holder delivered an Opt-Out Notice prior to receiving notice of the Underwritten Offering or because such Holder holds less than $15 million of the then-outstanding Registrable Securities.

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder of Registrable Securities agrees, if requested by the underwriters of who is participating in an Underwritten Offering, Offering agrees to enter into a customary letter agreement (each, a “Lockup”) with such underwriters providing that such Holder will not effect any public sale or distribution of Registrable Securities a Common Unit during the 60 forty-five (45) calendar day period beginning on the date of a prospectus or prospectus supplement filed with the Commission with respect to the pricing of any such Underwritten Offering; provided, provided that however, that, notwithstanding the foregoing, (i) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters Underwriters on the Partnership or the officers, directors directors, or any other Affiliate of the Partnership on whom a restriction is imposed and imposed, (ii) the restrictions set forth in this Section 2.07 2.06 shall not apply to any Registrable Securities that are included in such Underwritten Offering by such Holder. In addition, this Section 2.07 and (iii) the Partnership will use commercially reasonable efforts to ensure that each Lockup shall not apply to include customary carve-outs, including carve-outs for the pledge, hypothecation, or other granting of a security interest in Common Units or securities convertible into or exchangeable for shares of Common Units as collateral or security for any Holder that is not entitled to participate in loan, advance or extension of credit and any transfer upon foreclosure upon such Underwritten Offering, whether because Common Units or such Holder delivered an Opt-Out Notice prior to receiving notice of the Underwritten Offering or because such Holder holds less than $15 million of the then-outstanding Registrable Securitiessecurities.

Restrictions on Public Sale by Holders of Registrable Securities. Each To the extent requested by the Managing Underwriter, each Holder of Registrable Securities agrees, if requested by the underwriters of that participates in an Underwritten Offering, to Offering will enter into a customary letter agreement with such underwriters providing such Holder will not effect any public sale or distribution of Registrable Securities during the 60 calendar calendar-day period beginning on the date of a prospectus or prospectus supplement filed with the Commission SEC with respect to the pricing of any Underwritten Offering, provided that (i) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on the Partnership Corporation or the officers, directors or any other Affiliate of the Partnership Corporation on whom a restriction is imposed and (ii) the restrictions set forth in this Section 2.07 2.03 shall not apply to any Registrable Securities that are included in such Underwritten Offering by such Holder. In addition, this Section 2.07 2.03 shall not apply to any Holder that is not entitled to participate in such Underwritten Offering, whether because such Holder delivered an Opt-Out Notice prior to receiving notice of the Underwritten Offering or because the Registrable Securities held by such Holder holds less than $15 million may be disposed of without restriction pursuant to Rule 144 under the then-outstanding Registrable SecuritiesSecurities Act (or any successor or similar provision adopted by the SEC then in effect).

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder who, along with its Affiliates, holds at least five percent (5%) of Registrable Securities agrees, if requested by the underwriters then-outstanding shares of Common Stock (on an Underwritten Offering, as-converted basis giving effect to the conversion of the Convertible Preferred Stock into Common Stock) agrees to enter into a customary letter agreement with such underwriters providing such Holder will not effect any public sale or distribution of the Registrable Securities during the 60 calendar day period beginning on the date of a prospectus or prospectus supplement filed with the Commission with respect to the pricing of any an Underwritten Offering, provided that (i) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on the Partnership Company or the officers, directors or any other Affiliate shareholder of the Partnership Company on whom a restriction is imposed imposed; and (ii) the restrictions set forth in this Section 2.07 2.10 shall not apply to any Registrable Securities that are included otherwise sold in such connection with an Underwritten Offering by such Holder. In addition, pursuant to this Section 2.07 shall not apply to any Holder that is not entitled to participate in such Underwritten Offering, whether because such Holder delivered an Opt-Out Notice prior to receiving notice of the Underwritten Offering or because such Holder holds less than $15 million of the then-outstanding Registrable SecuritiesAgreement.

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder of Registrable Securities agreesagrees with the Partnership, if requested by the underwriters of an Underwritten Offeringunderwriters, to enter into a customary letter lock up agreement with such underwriters of an Underwritten Offering providing such Holder will not effect any public sale or distribution of Registrable Securities during the 60 90 calendar day period beginning on the date of a prospectus or prospectus supplement filed with the Commission with respect to the pricing of any Underwritten Offering, provided that (ia) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on the Partnership or the officers, directors or any other Affiliate of the Partnership on whom a restriction is imposed and (iib) the restrictions set forth in this Section 2.07 shall not apply to any Registrable Securities that are included in such Underwritten Offering by such Holder. In addition, this Section 2.07 shall not apply to any Holder that is not entitled to participate in such Underwritten Offering, whether because such Holder delivered an Opt-Out Notice prior to receiving notice of the Underwritten Offering or because such Holder holds less than $15 5.0 million of the then-outstanding Registrable Securities.

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder GPM and any other Holder(s) who, along with its Affiliates, holds at least five percent (5%) of the then-outstanding Registrable Securities agrees(subject to adjustment pursuant to Section 3.04), if requested by the underwriters of an Underwritten Offering, agrees to enter into a customary letter agreement with such underwriters providing such Holder will not effect any public sale or distribution of the Registrable Securities during the 60 90 calendar day period beginning on the date of a prospectus or prospectus supplement filed with the Commission with respect to the pricing of any an Underwritten Offering, provided that (i) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on the Partnership or the officers, directors or any other Affiliate unitholder of the Partnership on whom a restriction is imposed and imposed, (ii) the restrictions set forth in this Section 2.07 2.10 shall not apply to any Registrable Securities that are included redeemed by the Partnership pursuant to a Redemption; and (iii) the restrictions set forth in such Underwritten Offering by such Holder. In addition, this Section 2.07 2.10 shall not apply to any Holder Registrable Securities that is not entitled to participate are otherwise sold in such Underwritten Offering, whether because such Holder delivered connection with an Opt-Out Notice prior to receiving notice of the Underwritten Offering or because such Holder holds less than $15 million of the then-outstanding Registrable Securitiespursuant to this Agreement.

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder of Registrable Securities agrees, if requested by the underwriters of an Underwritten Offering, agrees to enter into a customary letter agreement with such underwriters providing such Holder will not effect any public sale or distribution of Registrable Securities during the 60 90 calendar day period beginning on the date of a prospectus or prospectus supplement filed with the Commission with respect to the pricing of any Underwritten Offering, provided that provided, however, (i) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on the Partnership or the officers, directors or any other Affiliate of the Partnership on whom a restriction is imposed and (ii) the restrictions set forth in this Section 2.07 shall not apply to any Registrable Securities that are included in such Underwritten Offering by such Holder. In addition, this Section 2.07 shall not apply to any Holder that is not entitled to participate in such Underwritten Offering, whether because such Holder delivered an Opt-Out Notice prior to receiving notice of the Underwritten Offering or because such Holder holds Registrable Securities representing (x) less than $15 million five percent (5.0%) of the then-outstanding Common Units on a Fully Diluted Basis and (y) less than all of the Registrable SecuritiesSecurities held by the Investor as of the date of this Agreement.

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder of Registrable Securities agrees, if requested by the underwriters of that participates in an Underwritten Offering, to Offering will enter into a customary letter agreement with such underwriters providing such Holder will not effect any public sale or distribution of Stock Registrable Securities during the 60 calendar calendar-day period beginning on the date of a prospectus or prospectus supplement filed with the Commission SEC with respect to the pricing of any Underwritten Offering (or such shorter period specified by the Managing Underwriter for such Underwritten Offering), provided that (i) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on the Partnership Company or the officers, directors or any other Affiliate of the Partnership Company on whom a restriction is imposed and (ii) the restrictions set forth in this Section 2.07 shall not apply to any Registrable Securities that are included in such Underwritten Offering by such Holder. In addition, this Section 2.07 shall not apply to any Holder that is not entitled to participate in such Underwritten Offering, whether because such Holder delivered an Opt-Out Notice prior to receiving notice of the Underwritten Offering or because such Holder (together with its Affiliates) holds less than $15 million the Piggyback Threshold Amount of the then-then outstanding Registrable SecuritiesSecurities (calculated based on the Registrable Securities Amount) or because the Registrable Securities held by such Holder may be disposed of without restriction pursuant to any section of Rule 144 under the Securities Act (or any successor or similar provision adopted by the SEC then in effect).

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder of Common Unit Registrable Securities agrees, if requested by the underwriters of who is participating in an Underwritten Offering, Offering and is included in a Registration Statement agrees to enter into a customary letter agreement with such underwriters providing that such Holder will not effect any public sale or distribution of Common Unit Registrable Securities during the 60 45 calendar day period beginning on the date of a prospectus or prospectus supplement filed with the Commission with respect to the pricing of any such Underwritten Offering; provided, provided that however, that, notwithstanding the foregoing, (i) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on the Partnership or the officers, directors or any other Affiliate of the Partnership on whom a restriction is imposed and (ii) the restrictions set forth in this Section 2.07 2.06 shall not apply to any Common Unit Registrable Securities that are included in such Underwritten Offering by such Holder. In addition, this Section 2.07 shall not apply to any Holder that is not entitled to participate in such Underwritten Offering, whether because such Holder delivered an Opt-Out Notice prior to receiving notice of the Underwritten Offering or because such Holder holds less than $15 million of the then-outstanding Registrable Securities.

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder of Registrable Securities agrees, if requested by the underwriters of an Underwritten Offering, to enter into a customary letter agreement with such underwriters providing such Holder will not effect any public sale or distribution of Registrable Securities during the 60 calendar day period beginning on the date of a prospectus or prospectus supplement filed with the Commission with respect to the pricing of any Underwritten Offering, provided that (i) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on the Partnership or the officers, directors or any other Affiliate of the Partnership on whom a restriction is imposed and (ii) the restrictions set forth in this Section 2.07 shall not apply to any Registrable Securities that are included in such Underwritten Offering by such Holder. In addition, this Section 2.07 shall not apply to any Holder that is not entitled to participate in such Underwritten Offering, whether because such Holder delivered an Opt-Out Notice prior to receiving notice of the Underwritten Offering or because such Holder holds less than $15 50 million of the then-outstanding Registrable Securities.

Restrictions on Public Sale by Holders of Registrable Securities. Each To the extent requested by the Managing Underwriter, each Holder of Registrable Securities agrees, if requested by the underwriters of that participates in an Underwritten Offering, to Offering will enter into a customary letter agreement with such underwriters providing such Holder will not effect any public sale or distribution of Registrable Securities during the 60 calendar calendar-day period beginning on the date of a prospectus or prospectus supplement filed with the Commission SEC with respect to the pricing of any such Underwritten Offering, provided that that, notwithstanding the foregoing, (i) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters Underwriters on the Partnership Company or the officers, directors or any other Affiliate of the Partnership Company on whom a restriction is imposed and (ii) that the restrictions set forth in this Section 2.07 2.06 shall not apply to any Registrable Securities that are included in such Underwritten Offering by such Holder. In addition, this Section 2.07 2.06 shall not apply to any Holder that is not entitled to participate in such Underwritten Offering, whether Offering because the Registrable Securities held by such Holder delivered an Opt-Out Notice prior may be disposed of without restriction pursuant to receiving notice of Rule 144 under the Underwritten Offering Securities Act (or because such Holder holds less than $15 million of any successor or similar provision adopted by the then-outstanding Registrable SecuritiesSEC then in effect).

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder of Registrable Securities agrees, if requested by the underwriters of an Underwritten Offering, to enter into a customary letter agreement with such underwriters providing such Holder will not effect any public sale or distribution of Registrable Securities during the 60 calendar day period beginning on the date of a prospectus or prospectus supplement filed with the Commission with respect to the pricing of any Underwritten Offering, provided that (i) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on the Partnership or the officers, directors or any other Affiliate of the Partnership on whom a restriction is imposed and (ii) the restrictions set forth in this Section 2.07 shall not apply to any Registrable Securities that are included in such Underwritten Offering by such Holder. In addition, this Section 2.07 shall not apply to any Holder that is not entitled to participate in such Underwritten Offering, whether because such Holder delivered an Opt-Out Notice prior to receiving notice of the Underwritten Offering or because such Holder holds less than $15 25 million of Registrable Securities (based on the then-outstanding Registrable SecuritiesCommon Unit Price).

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder of Registrable Securities agrees, if requested by the underwriters of an Underwritten Offering, to enter into a customary letter agreement with such underwriters providing such Holder will not effect any public sale or distribution of Registrable Securities during the 60 45 calendar day period beginning on the date of a prospectus or prospectus supplement filed with the Commission with respect to the pricing of any Underwritten Offering, provided that (i) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on the Partnership Company or the officers, directors or any other Affiliate of the Partnership Company on whom a restriction is imposed and (ii) the restrictions set forth in this Section 2.07 shall not apply to any Registrable Securities that are included in such Underwritten Offering by such Holder. In addition, this Section 2.07 shall not apply to any Holder that is not entitled to participate in such Underwritten Offering, whether because such Holder delivered an Opt-Out Notice prior to receiving notice of the Underwritten Offering or because such Holder holds less than $15 million of the then-outstanding Registrable SecuritiesSecurities (based on the Aggregate Purchase Price).

Restrictions on Public Sale by Holders of Registrable Securities. Each To the extent requested by the Managing Underwriter, each Holder of Registrable Securities agrees, if requested by the underwriters of that participates in an Underwritten Offering, to Offering will enter into a customary letter agreement with such underwriters providing such Holder will not effect any public sale or distribution of Registrable Securities during the 60 calendar calendar-day period beginning on the date of a prospectus or prospectus supplement filed with the Commission SEC with respect to the pricing of any such Underwritten Offering, provided that that, notwithstanding the foregoing, (ia) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters Underwriters on the Partnership Company or the officers, directors or any other Affiliate of the Partnership Company on whom a restriction is imposed and (iib) that the restrictions set forth in this Section 2.07 shall not apply to any Registrable Securities that are included in such Underwritten Offering by such Holder. In addition, this Section 2.07 shall not apply to any Holder that is not entitled to participate in such Underwritten Offering, whether Offering because the Registrable Securities held by such Holder delivered an Opt-Out Notice prior may be disposed of without restriction pursuant to receiving notice of Rule 144 under the Underwritten Offering Securities Act (or because such Holder holds less than $15 million of any successor or similar provision adopted by the then-outstanding Registrable SecuritiesSEC then in effect).

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder of Common Unit Registrable Securities who is participating in an Underwritten Offering and is included in a Registration Statement agrees, if requested by upon the underwriters request of an Underwritten Offeringthe Managing Underwriter, to enter into a customary letter agreement with such underwriters the Underwriters providing that such Holder will not effect any public sale or distribution of Common Unit Registrable Securities during the 60 calendar day period beginning on the date of a prospectus or prospectus supplement filed with the Commission with respect to the pricing of any such Underwritten Offering; provided, provided that however, that, notwithstanding the foregoing, (i) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters Underwriters on the Partnership or the officers, directors or any other Affiliate of the Partnership on whom a restriction is imposed and (ii) the restrictions set forth in this Section 2.07 2.06 shall not apply to any Common Unit Registrable Securities that are included in such Underwritten Offering by such Holder. In addition, this Section 2.07 shall not apply to any Holder that is not entitled to participate in such Underwritten Offering, whether because such Holder delivered an Opt-Out Notice prior to receiving notice of the Underwritten Offering or because such Holder holds less than $15 million of the then-outstanding Registrable Securities.

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder of Registrable Securities agrees, if requested by the underwriters of in connection with its participation in an Underwritten Offering, to enter into a customary letter agreement with such underwriters providing such Holder will not effect any public sale or distribution of Registrable Securities during the 60 calendar day period beginning on the date of a prospectus or prospectus supplement filed with the Commission with respect to the pricing of any Underwritten Offering, provided provided, however, that (i) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on the Partnership or the officers, directors or any other Affiliate of the Partnership on whom a restriction is imposed and (ii) the restrictions set forth in this Section 2.07 shall not apply to any Registrable Securities that are included in such Underwritten Offering by such Holder. In addition, this Section 2.07 shall not apply to any Holder that is not entitled to participate in such Underwritten Offering, including, without limitation, whether because such Holder delivered an Opt-Out Notice prior to receiving notice of the Underwritten Offering or Offering, because such Holder holds less than $15 20.0 million of the then-outstanding Registrable SecuritiesSecurities (based on the Common Unit Price) or because the Registrable Securities held by such Holder may be disposed of without restriction pursuant to any section of Rule 144 (or any similar provision then in effect) under the Securities Act.

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder For a period of Registrable Securities agreesone year following the Effective Date, if requested by the underwriters of an Underwritten Offering, to enter into a customary letter agreement with such underwriters providing such Holder will not effect any public sale or distribution of Registrable Securities during the 60 45 calendar day period beginning on the date of a prospectus or prospectus supplement filed with the Commission SEC with respect to the pricing of any an Underwritten Offering, or other prospectus (including any free writing prospectus) containing the terms of the pricing of such Underwritten Offering, each Holder of Registrable Securities included in the Shelf Registration Statement and participating in an Underwritten Offering and that is permitted to include in such Underwritten Offering all Registrable Securities requested to be included in such Underwritten Offering in accordance with the terms of this Agreement agrees not to effect any public sale or distribution of Registrable Securities, provided that (i) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on the Partnership officers or the officers, directors or any other Affiliate stockholder of the Partnership Company on whom a restriction is imposed and (ii) the restrictions set forth in this Section 2.07 shall not apply to any Registrable Securities that are included in such Underwritten Offering by such Holder. In addition, this Section 2.07 shall not apply to any Holder that is not entitled to participate in such Underwritten Offering, whether because such Holder delivered an Opt-Out Notice prior to receiving notice of the Underwritten Offering or because such Holder holds less than $15 million of the then-outstanding Registrable Securities.

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder of Registrable Securities agrees, if requested by the underwriters of who is participating in an Underwritten Offering, Offering and is included in a Registration Statement agrees to enter into a customary letter agreement (each, a “Lockup”) with such underwriters providing that such Holder will not effect any public sale or distribution of Registrable Securities a Common Unit during the 60 45 calendar day period beginning on the date of a prospectus or prospectus supplement filed with the Commission with respect to the pricing of any such Underwritten Offering; provided, provided that however, that, notwithstanding the foregoing, (i) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters Underwriters on the Partnership or the officers, directors or any other Affiliate of the Partnership on whom a restriction is imposed and imposed, (ii) the restrictions set forth in this Section 2.07 2.06 shall not apply to any Registrable Securities that are included in such Underwritten Offering by such Holder. In additionHolder and (iii) the Partnership will use commercially reasonable efforts to ensure that each Lockup shall include customary carve-outs, this Section 2.07 shall not apply to including carve-outs for the pledge, hypothecation or other granting of a security interest in Common Units or securities convertible into or exchangeable for shares of Common Units as collateral or security for any Holder that is not entitled to participate in loan, advance or extension of credit and any transfer upon foreclosure upon such Underwritten Offering, whether because Common Units or such Holder delivered an Opt-Out Notice prior to receiving notice of the Underwritten Offering or because such Holder holds less than $15 million of the then-outstanding Registrable Securitiessecurities.

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder who, along with its Affiliates, holds at least [—] million of the then-outstanding Registrable Securities agreesSecurities, if requested by the underwriters of an Underwritten Offeringsubject to adjustment pursuant to Section 3.04, agrees to enter into a customary letter agreement with such underwriters providing such Holder will not effect any public sale or distribution of the Registrable Securities during the 60 90 calendar day period beginning on the date of a prospectus or prospectus supplement filed with the Commission with respect to the pricing of any an Underwritten Offering, provided that (i) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on the Partnership or the officers, directors or any other Affiliate unitholder of the Partnership on whom a restriction is imposed and imposed; (ii) the restrictions set forth in this Section 2.07 2.11 shall not apply to any Registrable Securities that are included redeemed by the Partnership pursuant to a Redemption; and (iii) the restrictions set forth in such Underwritten Offering by such Holder. In addition, this Section 2.07 2.11 shall not apply to any Holder Registrable Securities that is not entitled to participate are otherwise sold in such Underwritten Offering, whether because such Holder delivered connection with an Opt-Out Notice prior to receiving notice of the Underwritten Offering or because such Holder holds less than $15 million of the then-outstanding Registrable Securitiespursuant to this Agreement.

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder of Registrable Securities agrees, if requested by the underwriters of participating in an Underwritten Offering, Offering included in a Registration Statement agrees to enter into a customary letter agreement with such underwriters providing that such Holder will not effect any public sale or distribution of Registrable Securities during the 60 45 calendar day period beginning on the date of a prospectus or prospectus supplement filed with the Commission or the Canadian Securities Authorities, as applicable, with respect to the pricing of any such Underwritten Offering; provided, provided however, that (i) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on the Partnership Company or the officers, directors or any other Affiliate of the Partnership Company on whom a restriction is imposed and imposed, (ii) the restrictions set forth in this Section 2.07 2.06 shall not apply to any Registrable Securities that are included in such Underwritten Offering by such Holder. In addition, Holder and (iii) in the event that the restrictions set forth in this Section 2.07 shall not apply 2.06 are waived with respect to any Holder that is not entitled to participate participant in such Underwritten Offering, whether because such restrictions shall be deemed to have also been waived with respect to each Holder delivered an Opt-Out Notice prior of Registrable Securities as those that are subject to receiving notice of the Underwritten Offering or because such Holder holds less than $15 million of the then-outstanding Registrable Securitieswaiver.

Restrictions on Public Sale by Holders of Registrable Securities. Each For so long as Registrable Securities in the aggregate represent more than 5% of the outstanding LP Units of the Partnership, each Holder of Registrable Securities agrees, if requested by the underwriters of an Underwritten Offering, agrees to enter into a customary letter agreement with such underwriters providing such Holder will not effect any public sale or distribution of the Registrable Securities during the 60 calendar day period beginning on the date of a prospectus or prospectus supplement filed with the Commission with respect to the pricing of any an Underwritten Offering, provided that (i) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on the Partnership or the officers, directors or any other Affiliate unitholder of the Partnership on whom a restriction is imposed and (ii) the restrictions set forth in this Section 2.07 shall not apply to any Registrable Securities that are included in such Underwritten Offering by such Holder. In additionNotwithstanding the foregoing, nothing in this Section 2.07 shall not apply to restrict the ability of any Holder that is not entitled from disposing of its Registrable Securities pursuant to participate in such Underwritten Offering, whether because such Holder delivered an Opta Rule 10b5-Out Notice prior to receiving notice of the Underwritten Offering or because such Holder holds less than $15 million of the then-outstanding Registrable Securities1 plan.

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder of Registrable Securities agrees, if requested by the underwriters of an Underwritten Offering, to enter into a customary letter agreement with such underwriters providing such Holder will not effect any public sale or distribution of Registrable Securities during the 60 calendar day period beginning on the date of a prospectus or prospectus supplement filed with the Commission with respect to the pricing of any Underwritten Offering, provided that (i) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on the Partnership or the officers, directors or any other Affiliate of the Partnership on whom a restriction is imposed and (ii) the restrictions set forth in this Section 2.07 shall not apply to any Registrable Securities that are included in such Underwritten Offering by such Holder. In addition, this Section 2.07 shall not apply to any Holder that is not entitled to participate in such Underwritten Offering, whether because such Holder delivered an Opt-Out Notice prior to receiving notice of the Underwritten Offering or because such Holder holds less than $15 25 million of the then-outstanding Registrable Securities.

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder of Registrable Securities agrees, if requested by the underwriters of in connection with its participation in an Underwritten Offering, to enter into a customary letter agreement with such underwriters providing such Holder will not effect any public sale or distribution of Registrable Securities during the 60 calendar day period beginning on the date of a prospectus or prospectus supplement filed with the Commission with respect to the pricing of any Underwritten Offering, provided provided, however, that (i) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on the Partnership Company or the officers, directors or any other Affiliate of the Partnership Company on whom a restriction is imposed and (ii) the restrictions set forth in this Section 2.07 shall not apply to any Registrable Securities that are included in such Underwritten Offering by such Holder. In addition, this Section 2.07 shall not apply to any Holder that is not entitled to participate in such Underwritten Offering, including, without limitation, whether because such Holder delivered an Opt-Out Notice prior to receiving notice of the Underwritten Offering or Offering, because such Holder holds less than $15 10.0 million of the then-outstanding Registrable SecuritiesSecurities (based on the Common Share price) or because the Registrable Securities held by such Holder may be disposed of without restriction pursuant to any section of Rule 144 (or any similar provision then in effect) under the Securities Act.

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder of Registrable Securities agreesagrees with the Partnership, if requested by the underwriters of an Underwritten Offeringunderwriters, to enter into a customary letter lock up agreement with such underwriters of an Underwritten Offering providing such Holder will not effect any public sale or distribution of Registrable Securities during the 60 90 calendar day period beginning on the date of a prospectus or prospectus supplement filed with the Commission SEC with respect to the pricing of any Underwritten Offering, provided that (ia) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on the Partnership or the officers, directors or any other Affiliate of the Partnership on whom a restriction is imposed and (iib) the restrictions set forth in this Section 2.07 shall not apply to any Registrable Securities that are included in such Underwritten Offering by such Holder. In addition, this Section 2.07 shall not apply to any Holder that is not entitled to participate in such Underwritten Offering, whether because such Holder delivered an Opt-Out Notice prior to receiving notice of the Underwritten Offering or because such Holder holds less than $15 1.0 million of the then-outstanding Registrable Securities.

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder of Registrable Securities agrees, if requested by the underwriters of that participates in an Underwritten Offering, to Offering will enter into a customary letter agreement with such underwriters providing such Holder will not effect any public sale or distribution of Registrable Securities during the 60 calendar calendar-day period beginning on the date of a prospectus or prospectus supplement filed with the Commission SEC with respect to the pricing of any Underwritten Offering, provided that (i) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on the Partnership or the officers, directors or any other Affiliate of the Partnership or the General Partner on whom a restriction is imposed and (ii) the restrictions set forth in this Section 2.07 shall not apply to any Registrable Securities that are included in such Underwritten Offering by such Holder. In addition, this Section 2.07 shall not apply to any Holder that is not entitled to participate in such Underwritten Offering, whether because such ACTIVE 226509354 Holder delivered an Opt-Out Notice prior to receiving notice of the Underwritten Offering or because the Registrable Securities held by such Holder holds less than $15 million may be disposed of without restriction pursuant to any section of Rule 144 under the then-outstanding Registrable SecuritiesSecurities Act (or any successor or similar provision adopted by the SEC then in effect).

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder of Registrable Securities agrees, if requested by the underwriters of an Underwritten Offering, agrees to enter into a customary letter agreement with such underwriters providing such Holder will not effect any public sale or distribution of Registrable Securities during the 60 calendar day period beginning on the date of a prospectus or prospectus supplement filed with the Commission SEC with respect to the pricing of any Underwritten Offering, provided that (i) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on the Partnership or the officers, directors or any other Affiliate of the Partnership on whom a restriction is imposed and (ii) the restrictions set forth in this Section 2.07 shall not apply to any Registrable Securities that are included in such Underwritten Offering by such Holder. In addition, this Section 2.07 shall not apply to any Holder that is not entitled to participate in such Underwritten Offering, whether because such Holder delivered an Opt-Out Notice prior to receiving notice of the Underwritten Offering or because such Holder holds less than $15 10.0 million of the then-outstanding Registrable Securities.

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder of Registrable Securities agrees, if requested by who is included in the underwriters of an Underwritten Offering, Shelf Registration Statement agrees not to enter into a customary letter agreement with such underwriters providing such Holder will not effect any public sale or distribution of the Registrable Securities during for a period of up to 30 days following completion of an Underwritten Offering or Overnight Underwritten Offering of equity securities by the 60 calendar day period beginning on the date of a prospectus or prospectus supplement filed with the Commission with respect to the pricing of any Underwritten OfferingPartnership, provided that (i) the Partnership gives written notice to such Holder of the date of the commencement and termination of such period with respect to any such Underwritten Offering or Overnight Underwritten Offering and (ii) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters of such public sale or distribution on the Partnership or on the officers, officers or directors or any other Affiliate unitholder of the Partnership on whom a restriction is imposed and (ii) the restrictions set forth in imposed; provided further, that this Section 2.07 2.06 shall not apply to any Registrable Securities that are included in such Underwritten Offering by such Holder. In addition, this Section 2.07 shall not apply to any a Holder that is not entitled to participate in such Underwritten Offering, whether because such Holder delivered an Opt-Out Notice prior to receiving notice of the Underwritten Offering or because such Holder holds less than $15 10 million of the then-outstanding Registrable Securities, which value shall be determined by multiplying the number of Common Unit Registrable Securities and Preferred Unit Registrable Securities on an as-converted basis (based on the Series B Conversion Ratio (as defined in the Partnership Agreement) then in effect) owned by the Common Unit Price.

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder of Registrable Securities agrees, if requested by the underwriters of an Underwritten Offering, to enter into a customary letter agreement with such underwriters providing such Holder will not effect any public sale or distribution of the class of Registrable Securities subject to the Underwritten Offering during the 60 sixty (60) calendar day period beginning on the date of a prospectus or prospectus supplement filed with the Commission with respect to the pricing of any Underwritten Offering, provided that (i) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on the Partnership or the officers, directors or any other Affiliate of the Partnership on whom a restriction is imposed and (ii) the restrictions set forth in this Section 2.07 shall not apply to any Registrable Securities that are included in such Underwritten Offering by such Holder. In addition, this Section 2.07 shall not apply to any Holder that is not entitled to participate in such Underwritten Offering, whether because such Holder delivered an Opt-Out Notice prior to receiving notice of the Underwritten Offering or Offering, because such Holder holds less than $15 50.0 million of the then-outstanding Registrable SecuritiesSecurities or because the Registrable Securities held by such Holder may be disposed of without restriction pursuant to any section of Rule 144 (or any similar provision then in effect) under the Securities Act.

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder of Registrable Securities agrees, if requested by the underwriters of who is participating in an Underwritten Offering, Offering and is included in a Registration Statement agrees to enter into a customary letter agreement with such underwriters providing that such Holder will not effect any public sale or distribution of Registrable Securities during the 60 45 calendar day period beginning on the date of a prospectus or prospectus supplement filed with the Commission with respect to the pricing of any such Underwritten Offering; provided, provided that however, that, notwithstanding the foregoing, (i) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters Underwriters on the Partnership or the officers, directors or any other Affiliate of the Partnership on whom a restriction is imposed (and in any event, no more than 45 calendar days), (ii) any release shall be made pro rata to all Holders subject to similar lock-up agreements and (iiiii) the restrictions set forth in this Section 2.07 2.06 shall not apply to any Registrable Securities that are included in such Underwritten Offering by such Holder. In addition, this Section 2.07 shall not apply to any Holder that is not entitled to participate in such Underwritten Offering, whether because such Holder delivered an Opt-Out Notice prior to receiving notice of the Underwritten Offering or because such Holder holds less than $15 million of the then-outstanding Registrable Securities.

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder of Registrable Securities agrees, if requested by the underwriters of who is participating in an Underwritten Offering, Offering agrees to enter into a customary letter agreement (each, a “Lockup”) with such underwriters Underwriters providing that such Holder will not effect any public sale or distribution of Registrable Securities a Common Unit during the 60 forty-five (45) calendar day period beginning on the date of a prospectus or prospectus supplement filed with the Commission with respect to the pricing of any such Underwritten Offering; provided, provided that however, that, notwithstanding the foregoing, (i) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters Underwriters on the Partnership or the officers, directors directors, or any other Affiliate of the Partnership on whom a restriction is imposed and imposed, (ii) the restrictions set forth in this Section 2.07 2.06 shall not apply to any Registrable Securities that are included in such Underwritten Offering by such Holder. In addition, this Section 2.07 and (iii) the Partnership will use commercially reasonable efforts to ensure that each Lockup shall not apply to include customary carve-outs, including carve-outs for the pledge, hypothecation, or other granting of a security interest in Common Units or securities convertible into or exchangeable for shares of Common Units as collateral or security for any Holder that is not entitled to participate in loan, advance or extension of credit and any transfer upon foreclosure upon such Underwritten Offering, whether because Common Units or such Holder delivered an Opt-Out Notice prior to receiving notice of the Underwritten Offering or because such Holder holds less than $15 million of the then-outstanding Registrable Securitiessecurities.

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder of Common Unit Registrable Securities agrees, if requested by the underwriters of that participates in an Underwritten Offering, to Offering will enter into a customary letter agreement with such the underwriters thereof providing such Holder will not effect cause any public sale or distribution of Registrable Securities to occur during the 60 calendar sixty (60) day period beginning on the date of a prospectus or prospectus supplement filed with the Commission SEC with respect to the pricing of any Underwritten Offering, provided that (i) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on the Partnership or the officers, directors or any other Affiliate of the Partnership Partnership, the General Partner or NuStar GP on whom a restriction is imposed and imposed, (ii) the restrictions set forth in this Section 2.07 shall not apply to any Common Unit Registrable Securities that are included in such Underwritten Offering by such Holder. In addition, Holder and (iii) in the event that the restrictions set forth in this Section 2.07 shall not apply are waived with respect to any Holder that is not entitled to participate participant in such Underwritten Offering, whether because such restrictions shall be deemed to have also been waived with respect to each Holder delivered an Opt-Out Notice prior of Common Unit Registrable Securities that participates in such Underwritten Offering, on the same terms as and with respect to receiving notice the same percentage of the Underwritten Offering or because Registrable Securities as those which are subject to such Holder holds less than $15 million of the then-outstanding Registrable Securitieswaiver.

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder of Registrable Securities agrees, if requested by the underwriters of an Underwritten Offering, to enter into a customary letter agreement with such underwriters providing such Holder will not effect any public sale or distribution of Registrable Securities during the 60 calendar day period beginning on the date of a prospectus or prospectus supplement filed with the Commission with respect to the pricing of any Underwritten Offering, provided that (i) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on the Partnership or the officers, directors or any other Affiliate of the Partnership on whom a restriction is imposed and (ii) the restrictions set forth in this Section 2.07 shall not apply to any Registrable Securities that are included in such Underwritten Offering by such Holder. In addition, this Section 2.07 shall not apply to any Holder that is not entitled to participate in such Underwritten Offering, whether because such Holder delivered an Opt-Out Notice prior to receiving notice of the Underwritten Offering or because such Holder holds less than $15 30 million of the then-outstanding Registrable Securities.

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder of Registrable Securities agrees, if requested by the underwriters of an Underwritten Offering, agrees to enter into a customary letter agreement with such underwriters providing such Holder will not effect any public sale or distribution of Registrable Securities during the 60 calendar day period beginning on the date of a prospectus or prospectus supplement filed with the Commission with respect to the pricing of any Underwritten Offering, provided that (i) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on the Partnership or the officers, directors or any other Affiliate of the Partnership on whom a restriction is imposed and (ii) the restrictions set forth in this Section 2.07 shall not apply to any Registrable Securities that are included in such Underwritten Offering by such Holder. In addition, this Section 2.07 shall not apply to any Holder that is not entitled to participate in such Underwritten Offering, whether because such Holder delivered an Opt-Out Notice prior to receiving notice of the Underwritten Offering or Offering, because such Holder holds less than $15 30 million of the then-outstanding Registrable SecuritiesSecurities or because the Registrable Securities held by such Holder may be disposed of without restriction pursuant to any section of Rule 144 (or any similar provision then in effect) under the Securities Act.