Common use of Priority Clause in Contracts

Priority. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering of Common Units included in an Underwritten Offering involving Included Registrable Securities advises the Partnership that the total amount of Common Units that the Selling Holders and any other Persons 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 Units offered or the market for the Common Units, then the Common Units to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advises the Partnership can be sold without having such adverse effect, with such number to be allocated (i) first, to the Partnership and (ii) second, pro rata among the Selling Holders who have requested participation in such Underwritten Offering and any other holder of securities of the Partnership having rights of registration that are neither expressly senior nor subordinated to the Registrable Securities (the “Parity Securities”). The pro rata allocations for each Selling Holder who has requested participation in such Underwritten Offering shall be the product of (a) the aggregate number of Registrable Securities proposed to be sold in such Underwritten Offering multiplied by (b) the fraction derived by dividing (x) the number of Registrable Securities owned on the Closing Date by such Selling Holder by (y) the aggregate number of Registrable Securities owned on the Closing Date by all Selling Holders plus the aggregate number of Parity Securities owned on the Closing Date by all holders of Parity Securities that are participating in the Underwritten Offering.

Priority. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering of Common Units included in an Underwritten Offering involving Included Registrable Securities advises advise the Partnership that the total amount of Common Units Registrable Securities that the Selling Holders and any other Persons 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 Units offered or the market for the Common Units, then the Common Units to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advises advise the Partnership can be sold without having such adverse effect, with such number to be allocated (i) first, to the Partnership and Partnership, (ii) second, to Teekay and its Affiliates pursuant to any registration rights existing as of the date of this Agreement and (iii) third, pro rata among the Selling Holders who have requested participation in such Underwritten Offering and any other holder of securities of the Partnership (other than Teekay and its Affiliates) having rights of registration that are neither expressly senior nor subordinated to the Registrable Securities (the “Parity Securities”). The pro rata allocations pursuant to clause (iii) above for each Selling Holder who has requested participation in such Underwritten Offering shall be the product of (a) the aggregate number of Registrable Securities proposed to be sold in such Underwritten Offering multiplied by (b) the fraction derived by dividing (x) the number of Registrable Securities owned on the Closing Date by such Selling Holder by (y) the aggregate number of Registrable Securities owned on the Closing Date by all Selling Holders who have requested participation in such Underwritten Offering plus the aggregate number of Parity Securities owned on the Closing Date by all holders of Parity Securities that are participating in the Underwritten Offering.

Priority. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering of Common Units included in an Underwritten Offering involving Included Registrable Securities advises the Partnership that the total amount of Common Units Registrable Securities that the Selling Holders and any other Persons 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 Units offered or the market for the Common Units, then the Common Units to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advises the Partnership can be sold without having such adverse effect, with such number to be allocated (i) first, to the Partnership and (ii) second, pro rata among the Selling Holders who have requested participation in such Underwritten Offering and any other holder of securities of the Partnership having rights of registration that are neither expressly senior nor subordinated to the Registrable Securities (the “Parity Securities”). The pro rata allocations for each Selling Holder who has requested participation in such Underwritten Offering shall be the product of (a) the aggregate number of Registrable Securities proposed to be sold in such Underwritten Offering multiplied by (b) the fraction derived by dividing (x) the number of Registrable Securities owned on the Closing Date by such Selling Holder by (y) the aggregate number of Registrable Securities owned on the Closing Date by all Selling Holders plus the aggregate number of Parity Securities owned on the Closing Date by all holders of Parity Securities that are participating in the Underwritten Offering.

Priority. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering of Common Units included in an Underwritten Offering involving Included Registrable Securities pursuant to this Section 2.02 advises the Partnership that the total amount of Common Units that the Selling Holders and any other Persons intend to include in such offering exceeds the number of Common Units that can be sold in such offering without being likely to have an adverse effect on the price, timing or distribution of the Common Units offered or the market for the Common Units, then the Common Units to be included in such Underwritten Offering shall include the number of Common Unit Registrable Securities that such Managing Underwriter or Underwriters advises the Partnership can be sold without having such adverse effect, with such number to be allocated (i) first, to the Partnership or other party or parties requesting or initiating such registration or to any other holder of securities of the Partnership having rights of registration pursuant to the Existing Registration Rights Agreement and (ii) second, pro rata among by the Selling Holders who have requested participation in such Underwritten Offering and any by the other holders of Common Units (other than holders of Common Unit Registrable Securities) with registration rights entitling them to participate in such Underwritten Offering, allocated among such Selling Holders and other holders pro rata on the basis of the number of Common Unit Registrable Securities or Common Units proposed to be sold by each applicable Selling Holder or other holder of securities of the Partnership having rights of registration that are neither expressly senior nor subordinated to the Registrable Securities (the “Parity Securities”). The pro rata allocations for each Selling Holder who has requested participation in such Underwritten Offering shall be (based, for each such participant, on the product of (a) the aggregate number of Registrable Securities proposed to be sold in such Underwritten Offering multiplied by (b) the fraction percentage derived by dividing (x) the number of Registrable Securities owned on the Closing Date Common Units proposed to be sold by such Selling Holder participant in such Underwritten Offering by (y) the aggregate number of Common Units proposed to be sold by all participants in such Underwritten Offering) or in such manner as they may agree. The allocation of Common Units to be included in any Underwritten Offering other than an Underwritten Offering involving Included Registrable Securities owned on the Closing Date pursuant to this Section 2.02 shall be governed by all Selling Holders plus the aggregate number of Parity Securities owned on the Closing Date by all holders of Parity Securities that are participating in the Underwritten OfferingSection 2.01(a).

Priority. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering of Preferred Stock or Common Units Stock included in an Underwritten Offering involving Included Registrable Securities advises the Partnership Seller that the total amount of Common Units Registrable Securities that the Selling Holders and any other Persons 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 (other than by reason of the notice periods set forth herein) or distribution of the Preferred Stock or Common Units offered or the market for the Common UnitsStock offered, then the Preferred Stock and Common Units Stock to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advises the Partnership Seller can be sold without having such adverse effect, with such number to be allocated (i) first, to the Partnership Seller and (ii) second, pro rata among the Selling Holders who have requested participation in such Underwritten Offering and any other holder of securities of the Partnership Seller having rights of registration that are neither expressly senior nor subordinated to on parity with the Registrable Securities (the “Parity Securities”). The pro rata allocations for each Selling Holder who has have requested participation in such Underwritten Offering shall be the product of (a) the aggregate number of Registrable Securities proposed to be sold by all Selling Holders in such Underwritten Offering multiplied by (b) the fraction derived by dividing (x) the number of Registrable Securities owned on the Closing Date by such Selling Holder by (y) the aggregate number of Registrable Securities owned on the Closing Date by all Selling Holders plus the aggregate number of Parity Securities owned on the Closing Date by all and holders of Parity Securities that are participating in the Underwritten Offering.

Priority. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering of Common Units included in an Underwritten Offering involving Included Registrable Securities advises the Partnership that the total amount of Common Units Registrable Securities that the Selling Holders and any other Persons 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 Units offered or the market for the Common Units, then the Common Units to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advises the Partnership can be sold without having such adverse effect, with such number to be allocated (i) first, to the Partnership and (ii) second, pro rata among the Selling Holders who have requested participation in such Underwritten Offering and any other holder of securities of the Partnership having rights of registration that are neither expressly senior nor subordinated to the Registrable Securities (the “Parity Securities”). The pro rata allocations for each Selling Holder who has requested participation in such Underwritten Offering shall be the product of (a) the aggregate number of Registrable Securities proposed to be sold in such Underwritten Offering multiplied by (b) the fraction derived by dividing (x) the number of Registrable Securities owned on the Closing Date by such Selling Holder by (y) the aggregate number of Registrable Securities owned on the Closing Date by all Selling Holders plus the aggregate number of Parity Securities owned on the Closing Date by all holders of Parity Securities that are participating in the Underwritten Offering.

Priority. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering of Common Units included in an Underwritten Offering involving Included Registrable Securities advises the Partnership that the total amount of Common Units Registrable Securities that the Selling Holders and any other Persons 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 LP Units offered or the market for the Common LP Units, then the Common LP Units to be included in such Underwritten Offering shall include the number of those Registrable Securities that are LP Units that such Managing Underwriter or Underwriters advises the Partnership can be sold without having such adverse effect, with such number to be allocated (i) first, to the Partnership and, if applicable, to those holders of Parity Securities who initiated the Underwritten Offering pursuant to rights granted such holders under the ArcLight/Xxxxx Registration Rights Agreement and (ii) second, pro rata among the Selling Holders who have requested participation in such Underwritten Offering and and, except as provided in clause (i), any other holder of securities of the Partnership having rights of registration that are neither expressly senior nor subordinated to the Registrable Securities (the “Parity Securities”). As of the date hereof, Parity Securities include securities of the Partnership covered by the Existing Registration Rights Agreements. The pro rata allocations for each Selling Holder who has requested participation in such Underwritten Offering shall be the product of (a) the aggregate number of those Registrable Securities that are LP Units proposed to be sold in such Underwritten Offering multiplied by (b) the fraction derived by dividing (x) the number of those Registrable Securities that are LP Units owned on the Closing Date by such Selling Holder by (y) the aggregate number of those Registrable Securities that are LP Units owned on the Closing Date by all Selling Holders plus the aggregate number of Parity Securities owned on the Closing Date by all holders of Parity Securities that are participating in the Underwritten Offering.

Priority. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering of Common Units included in an Underwritten Offering involving Included Registrable Securities advises the Partnership that the total amount of Common Units that the Selling Holders and any other Persons 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 Units offered or the market for the Common Units, then the Common Units to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advises the Partnership can be sold without having such adverse effect, with such number to be allocated (i) first, to the Partnership and (ii) second, pro rata among the Selling Holders who have requested participation in such Underwritten Offering and any other holder of securities of the Partnership having rights of registration that are neither expressly senior nor subordinated to the Registrable Securities (the “Parity Securities”). The pro rata allocations for each Selling Holder who has requested participation in such Underwritten Offering shall be the product of (aA) the aggregate number of Registrable Securities proposed to be sold in such Underwritten Offering multiplied by (bB) the fraction derived by dividing (x1) the number of Registrable Securities owned on the Closing Date by such Selling Holder by (y2) the aggregate number of Registrable Securities owned on the Closing Date by all Selling Holders who have requested participation in such Underwritten Offering plus the aggregate number of Parity Securities owned on the Closing Date by all holders of Parity Securities that are participating in the Underwritten Offering.

Priority. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering of Common Units included in an Underwritten Offering involving Included Registrable Securities advises the Partnership that the total amount of Common Units Registrable Securities that the Selling Holders and any other Persons 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 Units offered or the market for the Common Units, then the Common Units to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advises the Partnership can be sold without having such adverse effect, with such number to be allocated (i) first, to the Partnership and Partnership, (ii) second, to holders of registration rights pursuant to the Existing Registration Rights Agreements in accordance therewith and (iii) third, pro rata among the Selling Holders who have requested participation in such Underwritten Offering and, except as provided in clauses (i) and (ii), any other holder of securities of the Partnership having rights of registration that are neither expressly senior nor subordinated to the Registrable Securities (the “Parity Securities”). The pro rata allocations for each Selling Holder who has requested participation in such Underwritten Offering shall be the product of (a) the aggregate number of Registrable Securities proposed to be sold in such Underwritten Offering multiplied by (b) the fraction derived by dividing (x) the number of Registrable Securities owned on the Closing Date by such Selling Holder by (y) the aggregate number of Registrable Securities owned on the Closing Date by all Selling Holders plus the aggregate number of Parity Securities owned on the Closing Date by all holders of Parity Securities that are participating in the Underwritten Offering.

Priority. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering of Common Units included in an Underwritten Offering involving Included Registrable Securities advises the Partnership that the total amount of Common Units Registrable Securities that the Selling Holders and any other Persons 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 Units offered or the market for the Common Units, then the Common Units to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advises the Partnership can be sold without having such adverse effect, with such number to be allocated (i) first, to the Partnership and (ii) second, pro rata among the Selling Holders who have requested participation in such Underwritten Offering and any other holder of securities of the Partnership having rights of registration that are neither expressly senior nor subordinated to the Registrable Securities (the “Parity Securities”). The pro rata allocations for each Selling Holder who has requested participation in such Underwritten Offering shall be the product of (ai) the aggregate number of Registrable Securities proposed to be sold in such Underwritten Offering multiplied by (bii) the fraction derived by dividing (x) the number of Registrable Securities owned on the Closing Date by such Selling Holder by (y) the aggregate number of Registrable Securities owned on the Closing Date by all Selling Holders plus the aggregate number of Parity Securities owned on the Closing Date by all holders of Parity Securities that are participating in the Underwritten Offering.

Priority. If Other than situations outlined in Section 2.01 of this Agreement, if the Managing Underwriter or Underwriters Underwriter(s) of any proposed Underwritten Offering of Common Units included in an Underwritten Offering involving Included Registrable Securities advises the Partnership that the total amount of Common Units Registrable Securities that the Selling Holders and any other Persons 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 Units offered or the market for the Common Units, then the Common Units to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters Underwriter(s) advises the Partnership can be sold without having such adverse effect, with such number to be allocated (i) first, to the Partnership and (ii) second, pro rata among the Selling Holders who have requested participation in such Underwritten Offering and any other holder of securities of the Partnership having rights of registration that are neither expressly senior nor subordinated to the Registrable Securities (the “Parity Securities”). The pro rata allocations for each Selling Holder who has requested participation in such Underwritten Offering shall be the product of (a) the aggregate number of Registrable Securities proposed to be sold in such Underwritten Offering multiplied by (b) the fraction derived by dividing (x) the number of Registrable Securities owned on the Closing Date by such Selling Holder by (y) the aggregate number of Registrable Securities owned on the Closing Date by all Selling Holders plus the aggregate number of Parity Securities owned on the Closing Date by all holders of Parity Securities that are participating in the Underwritten Offering.

Priority. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering of McMoRan Common Units Stock included in an Underwritten Offering involving Included Registrable Securities advises the Partnership McMoRan that the total amount of Common Units Registrable Securities that the Selling Holders and any other Persons 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 (other than by reason of the notice periods set forth herein) or distribution of the McMoRan Common Units offered or the market for the Common UnitsStock offered, then the McMoRan Common Units Stock to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advises the Partnership McMoRan can be sold without having such adverse effect, with such number to be allocated (i) first, to the Partnership McMoRan and (ii) second, pro rata among the Selling Holders who have requested participation in such Underwritten Offering and any other holder of securities of the Partnership McMoRan having rights of registration that are neither expressly senior nor subordinated to on parity with the Registrable Securities (the “Parity Securities”). The pro rata allocations for each Selling Holder who has have requested participation in such Underwritten Offering shall be the product of (a) the aggregate number of Registrable Securities proposed to be sold by all Selling Holders in such Underwritten Offering multiplied by (b) the fraction derived by dividing (x) the number of Registrable Securities owned on the Closing Date by such Selling Holder by (y) the aggregate number of Registrable Securities owned on the Closing Date by all Selling Holders plus the aggregate number of Parity Securities owned on the Closing Date by all and holders of Parity Securities that are participating in the Underwritten Offering.

Priority. If (i) Notwithstanding any other provision of this Section 2.07, in the Managing Underwriter or Underwriters case of any proposed Underwritten Offering of Common Units included in an Underwritten Offering involving Included Registrable Securities advises pursuant to an Underwritten Offering Request, if the Partnership that managing underwriter or underwriters of an Underwritten Offering advise the total amount selling Holders that, in its or their opinion, the number of Common Units that the Selling Holders and any other Persons intend securities requested to include be included in such offering Underwritten Offering exceeds the number that which can be sold in such offering Underwritten Offering without being likely to have an a significant adverse effect on the price, timing or distribution of the Common Units securities offered or the market for the Common Unitssecurities offered, then the Common Units securities to be included in such Underwritten Offering (i) first, shall include be allocated to the Initiating Holder and, if the Demanding Holders are the Initiating Holder, pro rata among the Demanding Holders that have requested to participate in such Underwritten Offering based on the relative number of Registrable Securities then held by each such Holder (provided that any securities thereby allocated to a Holder that exceed such Managing Underwriter Holder’s request shall be reallocated among the remaining requesting Holders in like manner) and (ii) next, and only if all the securities referred to in clause (i) have been included, the number of securities that the Company and any other Holder that has a right to participate in such Underwritten Offering proposes to include in such Underwritten Offering that, in the opinion of the managing underwriter or Underwriters advises the Partnership underwriters can be sold without having such adverse effect, with such number to be allocated (i) first, to the Partnership and (ii) second, pro rata among the Selling Holders who have requested participation in such Underwritten Offering and any other holder of securities of the Partnership having rights of registration that are neither expressly senior nor subordinated to the Registrable Securities (the “Parity Securities”). The pro rata allocations for each Selling Holder who has requested participation in such Underwritten Offering shall be the product of (a) the aggregate number of Registrable Securities proposed to be sold in such Underwritten Offering multiplied by (b) the fraction derived by dividing (x) the number of Registrable Securities owned on the Closing Date by such Selling Holder by (y) the aggregate number of Registrable Securities owned on the Closing Date by all Selling Holders plus the aggregate number of Parity Securities owned on the Closing Date by all holders of Parity Securities that are participating in the Underwritten Offering.

Priority. If Prior to the Managing Underwriter effectiveness of a registration statement filed pursuant to Section 2 hereof, if the Company proposes to register any of its Common Stock under the Securities Act for its own account as contemplated by Section 3 hereof and such securities are to be distributed by or Underwriters through one or more underwriters, and if the managing underwriter of any proposed Underwritten Offering of such underwritten offering shall advise the Company in writing (with a copy to the Piggyback Requesting Holders) that if all the Registrable Common Units Stock requested to be included in an Underwritten Offering involving Included Registrable Securities advises such registration were so included, in its opinion, the Partnership that number and type of securities proposed to be included in such registration would exceed the total amount number and type of Common Units that securities which could be sold in such offering within a price range acceptable to the Selling Holders Company (such writing to state the basis of such opinion and any other Persons intend to the approximate number and type of securities which may be included in such offering without such effect), then the Company shall include in such offering exceeds registration pursuant to Section 3, to the extent of the number that and type of securities which the Company is so advised can be sold in such offering without being likely to have an adverse effect on the priceoffering, timing or distribution of the Common Units offered or the market for the Common Units, then the Common Units to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advises the Partnership can be sold without having such adverse effect, with such number to be allocated (i) first, securities that the Company proposes to the Partnership issue and sell for its own account, (ii) second, Permitted Common Stock requested to be registered by the holders thereof, (iii) third, Registrable Common Stock requested to be registered by Piggyback Requesting Holders pursuant to Section 3 hereof, pro rata among the Selling Piggyback Requesting Holders who have requested participation in such Underwritten Offering and any other holder on the basis of securities of the Partnership having rights of registration that are neither expressly senior nor subordinated to the Registrable Securities (the “Parity Securities”). The pro rata allocations for each Selling Holder who has requested participation in such Underwritten Offering shall be the product of (a) the aggregate number of Registrable Securities proposed to be sold in such Underwritten Offering multiplied by (b) the fraction derived by dividing (x) the number of Registrable Securities owned on the Closing Date by such Selling Holder by (y) the aggregate number shares of Registrable Securities owned on the Closing Date Common Stock requested to be registered by all Selling such Piggyback Requesting Holders plus and (iv) fourth, other securities, if any. Any Holder may withdraw its request to have all or any portion of its Registrable Common Stock included in any such offering by notice to the aggregate number Company within 10 Business Days after receipt of Parity Securities owned on a copy of a notice from the Closing Date by all holders of Parity Securities that are participating in the Underwritten Offeringmanaging underwriter pursuant to this Section 6(a).

Priority. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering of Common Units included in an Underwritten Offering involving Included Registrable Securities advises the Partnership that the total amount of Common Units Registrable Securities that the Selling Holders and any other Persons 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 Units offered or the market for the Common Units, then the Common Units to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advises the Partnership can be sold without having such adverse effect, with such number to be allocated (i) first, to the Partnership and (ii) second, pro rata among the Selling Holders who have requested participation in such Underwritten Offering and and, except as provided in clause (i), any other holder of securities of the Partnership having rights of registration that are neither expressly senior nor subordinated to the Registrable Securities (the “Parity Securities”). The pro rata allocations for each Selling Holder who has requested participation in such Underwritten Offering shall be the product of (a) the aggregate number of Registrable Securities proposed to be sold in such Underwritten Offering multiplied by (b) the fraction derived by dividing (x) the number of Registrable Securities owned on the Closing Date by such Selling Holder by (y) the aggregate number of Registrable Securities owned on the Closing Date by all Selling Holders plus the aggregate number of Parity Securities owned on the Closing Date by all holders of Parity Securities that are participating in the Underwritten Offering.

Priority. If Other than situations outlined in Section 2.01 of this Agreement, if the Managing Underwriter or Underwriters of any proposed Underwritten Offering of Common Units included in an Underwritten Offering involving Included Registrable Securities advises the Partnership, or the Partnership reasonably determines, that the total amount of Common Units that the Selling Holders and any other Persons 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 amount, price, timing or distribution of the Common Units offered or the market for the Common Units, then the Common Units to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advises the Partnership, or the Partnership reasonably determines, can be sold without having such adverse effect, with such number to be allocated (i) first, to the Partnership and or other party requesting such registration, including “Holders” under either of the Existing Registration Rights Agreements, (ii) second, to the “Holders” under the Existing Registration Rights Agreements, (iii) third, pro rata among the Selling Holders who have requested participation in such Underwritten Offering Offering, based, for each Selling Holder, on the percentage derived by dividing (x) the number of Registrable Securities proposed to be sold by such Selling Holder by (y) the aggregate number of Registrable Securities proposed to be sold by all Selling Holders, and (iii) fourth, to any other holder of securities of the Partnership having rights of registration that are neither expressly senior nor subordinated to the Holders in respect of the Registrable Securities (the “Parity Securities”). The pro rata allocations for each Selling Holder who has requested participation , allocated among such holders in such Underwritten Offering shall be the product of (a) the aggregate number of Registrable Securities proposed to be sold in such Underwritten Offering multiplied by (b) the fraction derived by dividing (x) the number of Registrable Securities owned on the Closing Date by such Selling Holder by (y) the aggregate number of Registrable Securities owned on the Closing Date by all Selling Holders plus the aggregate number of Parity Securities owned on the Closing Date by all holders of Parity Securities that are participating in the Underwritten Offeringmanner as they may agree.

Priority. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering of Common Units included in an Underwritten Offering involving Included Registrable Securities advises the Partnership Company that the total amount of Common Units Registrable Securities that the Selling Holders and any other Persons 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 Units Stock offered or the market for the Common UnitsStock, then the Common Units Stock to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advises the Partnership Company can be sold without having such adverse effect, with such number to be allocated (i) first, to the Partnership Company and (ii) second, pro rata among the Selling Holders who have requested participation in such Underwritten Offering and any other holder of securities of the Partnership Company having rights of registration that are neither expressly senior nor subordinated to the Registrable Securities (the “Parity Securities”). The pro rata allocations for each Selling Holder who has requested participation in such Underwritten Offering shall be the product of (a) the aggregate number of Registrable Securities proposed to be sold in such Underwritten Offering multiplied by (b) the fraction derived by dividing (x) the number of Registrable Securities then owned on the Closing Date by such Selling Holder by (y) the aggregate number of Registrable Securities then owned on the Closing Date by all Selling Holders plus the aggregate number of Parity Securities then owned on the Closing Date by all holders of Parity Securities that are participating in the Underwritten Offering.

Priority. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering of Common Units included in an Underwritten Offering involving Included Registrable Securities advises the Partnership that the total amount of Common Units that the Selling Holders and any other Persons intend to include in such offering exceeds the number that can be sold in such offering without being likely to have an a material adverse effect on the price, timing or distribution of the Common Units offered or the market for the Common Units, then the Common Units to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advises the Partnership can be sold without having such adverse effect, with such number to be allocated (i) first, to the Partnership and the General Partner and its Affiliates (as defined in the Partnership Agreement) and (ii) second, pro rata among the Selling Holders party to this Agreement and any other Persons who have been or are granted registration rights on or after the date of this Agreement (other than the General Partner and its Affiliates, “Other Holders”), in each case, who have requested participation in such Underwritten Offering and any other holder of securities of the Partnership having rights of registration that are neither expressly senior nor subordinated to the Registrable Securities (the “Parity Securities”)Offering. The pro rata allocations for each such Selling Holder who has requested participation in such Underwritten Offering shall be the product of (a) the aggregate number of Registrable Securities Common Units proposed to be sold by all Selling Holders and Other Holders in such Underwritten Offering multiplied by (b) the fraction derived by dividing (x) the number of Registrable Securities Common Units owned on the Closing Date Registration Deadline by such Selling Holder or Other Holder by (y) the aggregate number of Registrable Securities Common Units owned on the Closing Date by all Selling Holders plus the aggregate number of Parity Securities owned on the Closing Date by all holders of Parity Securities that are and Other Holders participating in the Underwritten Offering.

Priority. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering of Common Units included in an Underwritten Offering Stock involving Included Registrable Securities pursuant to this Section 2.02 advises the Partnership Company that the total amount of Common Units Stock that the Selling Holders and any other Persons intend to include in such offering exceeds the number of shares of Common Stock that can be sold in such offering without being likely to have an adverse effect on the price, timing or distribution of the Common Units Stock offered or the market for the Common UnitsStock, then the Common Units Stock to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advises the Partnership Company can be sold without having such adverse effect, with such number to be allocated (i) first, to the Partnership and Company if initiating such registration, (ii) second, to the holders (the “Kimmeridge Holders”) under (A) the Registration Rights Agreement (the “2020 Kimmeridge Registration Rights Agreement”), dated September 30, 2020, by and between the Company and Xxxxxxxx Investments, LLC (“Xxxxxxxx”) and (B) the Registration Rights Agreement (the “2021 Kimmeridge Registration Rights Agreement” and together with the 2020 Kimmeridge Registration Rights Agreement, the “Kimmeridge Registration Rights Agreements”) to be made and entered into by and among the Company, Xxxxxxxx, and the entities affiliated therewith in connection with the closing of that certain Exchange Agreement, dated August 3, 2021, by and between the Company and Xxxxxxxx, to the extent the Kimmeridge Holders exercise their rights pursuant to the Kimmeridge Registration Rights Agreements entitling them to participate in such Underwritten Offering, allocated among such other holders pro rata among on the basis of the number of shares of Common Stock held by each applicable other holder or in such manner as they may agree, (iii) third, to the Selling Holders who have requested participation in such Underwritten Offering and any other holder of securities of the Partnership having rights of registration that are neither expressly senior nor subordinated to the Registrable Securities (the “Parity Securities”). The Offering, allocated among such Selling Holders pro rata allocations for each Selling Holder who has requested participation in such Underwritten Offering shall be on the product basis of (a) the aggregate number of Registrable Securities proposed to be sold in such Underwritten Offering multiplied by (b) the fraction derived by dividing (x) the number of Registrable Securities owned held by each Selling Holder or in such manner as they may agree, and (iv) fourth, by the other holders of Common Stock (other than Holders and as otherwise already allocated in this section) with registration rights entitling them to participate in such Underwritten Offering, allocated among such other holders pro rata on the Closing Date by such Selling Holder by (y) basis of the aggregate number of Registrable Securities owned on shares of Common Stock held by each applicable other holder or in such manner as they may agree. For the Closing Date by all Selling Holders plus avoidance of doubt, the aggregate number of Parity Securities owned on the Closing Date by all holders of Parity Securities that are participating priority set forth in this Section 2.02(b) shall not apply and shall have no effect in the Underwritten Offeringevent that a Holder exercises its rights pursuant to Section 2.03, which shall be governed exclusively by the provisions of Section 2.03.

Priority. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering of Common Units included in an Underwritten Offering involving Included Registrable Securities advises the Partnership that the total amount of Common Units Registrable Securities that the Selling Holders and any other Persons 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 Units offered or the market for the Common Units, then the Common Units to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advises the Partnership can be sold without having such adverse effect, with such number to be allocated (i) first, to the Partnership and (ii) second, pro rata among the Selling Holders who have requested participation in such Underwritten Offering and and, except as provided in clause (b), any other holder of securities of the Partnership having rights of registration that are neither expressly senior nor subordinated to the Registrable Securities (the “Parity Securities”). The pro rata allocations for each Selling Holder who has requested participation in such Underwritten Offering shall be the product of (a) the aggregate number of Registrable Securities proposed to be sold in such Underwritten Offering multiplied by (b) the fraction derived by dividing (x) the number of Registrable Securities owned on the Closing Date by such Selling Holder by (y) the aggregate number of Registrable Securities owned on the Closing Date by all Selling Holders plus the aggregate number of Parity Securities owned on the Closing Date by all holders of Parity Securities that are participating in the Underwritten Offering.

Priority. If Notwithstanding the Managing Underwriter or Underwriters foregoing, if the managing underwriter of any proposed Underwritten Offering a registered offering being made in response to a Registration Demand advises the Company in writing that the number of Common Units included in an Underwritten Offering involving Included shares of Registrable Securities advises desired to be offered by the Partnership that Company or Eligible Holders other than the total amount Demand Holder who made the Registration Demand, together with the Demand Registration Securities of Common Units that the Selling Holders and any other Persons intend to include in such offering Demand Holder, exceeds the maximum number that can of such shares which the managing underwriter considers, in good faith, to be sold in such offering appropriate based on market conditions and other relevant factors (including, without being likely to have an adverse effect on limitation, pricing) (the price, timing or distribution of the Common Units offered or the market for the Common Units"Maximum Number"), then the Common Units securities proposed to be included in by Eligible Holders other than such Underwritten Offering Demand Holder (the "Other Sellers") shall include be excluded from such registration before any such securities of such Demand Holder or the Company shall be excluded. If, and to the extent that, after the exclusion of the securities proposed to be included by the Other Sellers, the number of Registrable Securities that such Managing Underwriter or Underwriters advises the Partnership can be sold without having such adverse effect, with such number to be allocated (i) first, to the Partnership and (ii) second, pro rata among the Selling Holders who have requested participation in such Underwritten Offering and any other holder of securities of the Partnership having rights of registration that are neither expressly senior nor subordinated to the Registrable Securities (the “Parity Securities”). The pro rata allocations for each Selling Holder who has requested participation in such Underwritten Offering shall be the product of (a) the aggregate number of Registrable Securities proposed to be sold included by such Demand Holder and the Company exceeds the Maximum Number, such securities to be included on behalf of the Company shall be excluded to the extent necessary to avoid exceeding the Maximum Number. Each of the Demand Holder, the Other Sellers and the Company (in the event that any securities are to be offered by the Company) may withdraw from any demand registration pursuant to this Paragraph 2 by giving written notice to the Company prior to the filing date of such Underwritten Offering multiplied registration statement and, in the event of a withdrawal by (b) the fraction derived by dividing (x) Demand Holder whose Registration Demand gave rise to the registration, such withdrawn Registration Demand shall not be deemed to be a Registration Demand counting against the permissible number of Registrable Securities owned on Registration Demands set forth in Paragraph 2(a)(i) if the Closing Date Demand Holder pays or promptly reimburses the Company for all Registration Expenses incurred by the Company in connection with such Selling Holder by (y) the aggregate number of Registrable Securities owned on the Closing Date by all Selling Holders plus the aggregate number of Parity Securities owned on the Closing Date by all holders of Parity Securities that are participating in the Underwritten Offeringwithdrawn Registration Demand.

Priority. If a Demand Registration is an underwritten Public Offering and the Managing Underwriter or Underwriters managing underwriters advise the Company in writing that in their opinion the inclusion of any proposed Underwritten Offering the number of Common Units included in an Underwritten Offering involving Included Registrable Securities advises the Partnership that the total amount of Common Units that the Selling Holders and any other Persons intend securities requested to include in such offering be included exceeds the number that of securities which can be sold in such the offering without being likely to have an adverse effect on adversely affecting the price, timing or distribution marketability of the Common Units offered or the market for the Common Unitssuch offering, then the Common Units managing underwriter may exclude securities (including Registrable Securities) from the registration and the underwriting and the number of securities that may be included in such registration and underwriting shall include first, the Series B-C Preferred Stock Registrable Securities requested to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advises the Partnership can be sold without having such adverse effect, with such number to be allocated (i) first, to the Partnership and (ii) secondregistration, pro rata among the Selling Holders who have holders of such Series B-C Preferred Stock Registrable Securities on the basis of the total number of Series B-C Preferred Stock Registrable Securities owned by each such holder, second, the Preferred Stock Registrable Securities (other than the Series B-C Preferred Stock Registrable Securities) requested participation to be included in such Underwritten Offering and any registration, pro rata among the holders of such Preferred Stock Registrable Securities (other holder of securities than the Series B-C Preferred Stock Registrable Securities) on the basis of the Partnership having rights total number of registration that are neither expressly senior nor subordinated to Preferred Stock Registrable Securities (other than the Series B-C Preferred Stock Registrable Securities) owned by each such holder, third, the Registrable Securities (other than the “Parity Preferred Stock Registrable Securities”). The ) requested to be included in such registration, pro rata allocations for each Selling Holder who has requested participation in among the holders of such Underwritten Offering shall be the product of (a) the aggregate number of Registrable Securities proposed to be sold in such Underwritten Offering multiplied by (b) on the fraction derived by dividing (x) basis of the total number of Registrable Securities owned by each such holder, and fourth, other equity securities requested to be included in such registration to be allocated pro rata among the holders of thereof on the Closing Date by such Selling Holder by (y) basis of the aggregate number of such equity securities owned by each such holder. In no event will a Demand Registration pursuant to Section 2.1 count as a Long-Form Demand Registration for purposes of Section 2.1 unless at least thirty percent (30%) of all Registrable Securities owned on requested to be registered in such Demand Registration by the Closing Date by all Selling Holders plus the aggregate number of Parity Securities owned on the Closing Date by all initiating holders of Parity Securities that are participating are, in the Underwritten Offeringfact, registered and sold in such registration.

Priority. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering of Common Units included in an Underwritten Offering involving Included Registrable Securities advises the Partnership that the total amount of Common Units that the Selling Holders and any other Persons intend to include in such offering exceeds the number that can be sold in such offering without being likely to have an a material adverse effect on the price, timing or distribution of the Common Units offered or the market for the Common Units, then the Common Units to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advises the Partnership can be sold without having such adverse effect, with such number to be allocated (i) first, to the Partnership and (ii) second, pro rata among the Selling Holders party to this Agreement and any other Persons who have been or are granted registration rights on or after the date of this Agreement (including the General Partner, “Other Holders”), in each case, who have requested participation in such Underwritten Offering and any other holder of securities of the Partnership having rights of registration that are neither expressly senior nor subordinated to the Registrable Securities (the “Parity Securities”)Offering. The pro rata allocations for each such Selling Holder who has requested participation in such Underwritten Offering shall be the product of (a) the aggregate number of Registrable Securities Common Units proposed to be sold by all Selling Holders and Other Holders in such Underwritten Offering multiplied by (b) the fraction derived by dividing (x) the number of Registrable Securities Common Units owned on the Closing Date Registration Deadline by such Selling Holder or Other Holder by (y) the aggregate number of Registrable Securities Common Units owned on the Closing Date by all Selling Holders plus the aggregate number of Parity Securities owned on the Closing Date by all holders of Parity Securities that are and Other Holders participating in the Underwritten Offering. As of the date of execution of this Agreement, there are no other Persons with Registration Rights relating to Common Units other than as described in this Section 2.02(b) and as set forth in the Partnership Agreement.

Priority. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering of Common Units included in an Underwritten Offering involving Included Registrable Securities advises the Partnership that the total amount of Common Units Registrable Securities that the Selling Holders and any other Persons 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 Units offered or the market for the Common Units, then the Common Units to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advises the Partnership can be sold without having such adverse effect, with such number to be allocated (i) first, to the Partnership and Partnership, (ii) second, to holders of registration rights pursuant to the Existing Registration Rights Agreement in accordance therewith and (iii) third, pro rata among the Selling Holders who have requested participation in such Underwritten Offering and, except as provided in clauses (i) and (ii), any other holder of securities of the Partnership having rights of registration that are neither expressly senior nor subordinated to the Registrable Securities (the “Parity Securities”). The pro rata allocations for each Selling Holder who has requested participation in such Underwritten Offering shall be the product of (a) the aggregate number of Registrable Securities proposed to be sold in such Underwritten Offering multiplied by (b) the fraction derived by dividing (x) the number of Registrable Securities owned on the Closing Date by such Selling Holder by (y) the aggregate number of Registrable Securities owned on the Closing Date by all Selling Holders plus the aggregate number of Parity Securities owned on the Closing Date by all holders of Parity Securities that are participating in the Underwritten Offering.

Priority. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering of Common Units included in an Underwritten Offering involving Included Registrable Securities advises the Partnership Company that the total amount of Common Units Registrable Securities that the Selling Holders and any other Persons 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 Units offered or the market for the Common UnitsStock offered, then the Common Units Stock to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advises the Partnership Company can be sold without the likelihood of having such adverse effect, with such number to be allocated (i) first, to the Partnership and Company or to any Principal Shareholder requesting demand registration under the Preceding Registration Rights Agreement (ii) second, to any Principal Shareholders participating in any such Underwritten Offering, (iii) third, pro rata among the Selling Holders who have requested participation in any such Underwritten Offering and (iv) fourth, to any other holder of parties who are not Selling Holders who have rights to include their securities of in the Partnership having rights of registration that are neither expressly senior nor subordinated to the Registrable Securities (the “Parity Securities”)Underwritten Offering. The pro rata allocations for each Selling Holder who has requested participation in such Underwritten Offering shall be the product of (a) the aggregate number of Registrable Securities proposed to be sold by all Selling Holders in such Underwritten Offering multiplied by (b) the fraction derived by dividing (x) the number of Registrable Securities owned on the Closing Date date of the pricing of the Underwritten Offering by such Selling Holder by (y) the aggregate number of Registrable Securities owned on the Closing Date date of the pricing of the Underwritten Offering by all Selling Holders plus the aggregate number of Parity Securities owned on the Closing Date by all holders of Parity Securities that are participating in the Underwritten Offering.

Priority. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering of shares of Common Units Stock included in an Underwritten Offering involving Included Registrable Securities pursuant to this Section 2.02 advises the Partnership Company and the Holder that in its good faith opinion the total amount number of shares of Common Units Stock that the Selling Holders and any other Persons intend to include in such offering exceeds the number of shares of Common Stock that can be sold in such offering without being likely to have an adverse effect on the price, timing or distribution of shares of the Common Units Stock offered or the market for the shares of Common UnitsStock, then the shares of Common Units Stock to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advises the Partnership Company and the Holder that in its good faith opinion can be sold without having such adverse effect, with such number to be allocated (i) first, to the Partnership Company or other party or parties requesting or initiating such registration or to any other holder of securities of the Company having rights of registration pursuant to an existing registration rights agreement and (ii) second, pro rata among by the Selling Holders who have requested participation in such Underwritten Offering and any by the other holders of shares of Common Stock (other than holders of Registrable Securities) with registration rights entitling them to participate in such Underwritten Offering, allocated among such Selling Holders and other holders pro rata on the basis of the number of Registrable Securities or shares of Common Stock proposed to be sold by each applicable Selling Holder or other holder of securities of the Partnership having rights of registration that are neither expressly senior nor subordinated to the Registrable Securities (the “Parity Securities”). The pro rata allocations for each Selling Holder who has requested participation in such Underwritten Offering shall be (based, for each such participant, on the product of (a) the aggregate number of Registrable Securities proposed to be sold in such Underwritten Offering multiplied by (b) the fraction percentage derived by dividing (x) the number of Registrable Securities owned on the Closing Date shares of Common Stock proposed to be sold by such Selling Holder participant in such Underwritten Offering by (y) the aggregate number of shares of Common Stock proposed to be sold by all participants in such Underwritten Offering) or in such manner as they may agree. The allocation of shares of Common Stock to be included in any Underwritten Offering other than an Underwritten Offering involving Included Registrable Securities owned on the Closing Date pursuant to this Section 2.02 shall be governed by all Selling Holders plus the aggregate number of Parity Securities owned on the Closing Date by all holders of Parity Securities that are participating in the Underwritten OfferingSection 2.01(a).

Priority. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering of Common Units included in an Underwritten Offering involving Included Registrable Securities advises the Partnership that the total amount of Common Units Registrable Securities that the Selling Holders and any other Persons 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 LP Units offered or the market for the Common LP Units, then the Common LP Units to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advises the Partnership can be sold without having such adverse effect, with such number to be allocated (i) first, to the Partnership and, if applicable, to those holders of Parity Securities who initiated the Underwritten Offering pursuant to rights granted such holders under the ArcLight/Xxxxx Registration Rights Agreement and (ii) second, pro rata among the Selling Holders who have requested participation in such Underwritten Offering and and, except as provided in clause (i), any other holder of securities of the Partnership having rights of registration that are neither expressly senior nor subordinated to the Registrable Securities (the “Parity Securities”). As of the date hereof, Parity Securities include securities of the Partnership covered by the Existing Registration Rights Agreements. The pro rata allocations for each Selling Holder who has requested participation in such Underwritten Offering shall be the product of (a) the aggregate number of Registrable Securities proposed to be sold in such Underwritten Offering multiplied by (b) the fraction derived by dividing (x) the number of Registrable Securities owned on the Closing Date by such Selling Holder by (y) the aggregate number of Registrable Securities owned on the Closing Date by all Selling Holders plus the aggregate number of Parity Securities owned on the Closing Date by all holders of Parity Securities that are participating in the Underwritten Offering.

Priority. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering of Common Units included in an Underwritten Offering involving Included Registrable Securities advises the Partnership Company that the total amount of Common Units Registrable Securities that the Selling Holders and any other Persons 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 Units Stock offered or the market for the Common UnitsStock, then the Common Units Stock to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advises the Partnership Company can be sold without having such adverse effect, with such number to be allocated (i) first, to the Partnership Company and (ii) second, pro rata among the Selling Holders who have requested participation in such Underwritten Offering and any other holder of securities of the Partnership Company having rights of registration that are neither expressly senior nor subordinated to the Registrable Securities (the “Parity Securities”), provided, however, that in the case of a Requested Underwritten Offering pursuant to Section 2.04(b) in which the Purchaser is the Initiating Holder, such number shall be allocated (x) first, to the Purchaser and (y) second, pro rata among the Selling Holders who have requested participation in such Underwritten Offering. The pro rata allocations for each Selling Holder who has requested participation in such Underwritten Offering shall be the product of (a) the aggregate number of Registrable Securities proposed to be sold in such Underwritten Offering multiplied by (b) the fraction derived by dividing (x) the number of Registrable Securities owned on the Closing Date by such Selling Holder by (y) the aggregate number of Registrable Securities owned on the Closing Date by all Selling Holders plus the aggregate number of Parity Securities owned on the Closing Date by all holders of Parity Securities that are participating in the Underwritten Offering.

Priority. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering of Common Units included in an Underwritten Offering involving Included Registrable Securities advises the Partnership that the total amount of Common Units that Registrable Securities the Selling Holders and any other Persons 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 Units offered or the market for the Common Units, then the Common Units to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advises the Partnership can be sold without having such adverse effect, with such number to be allocated (i) first, to the Partnership and (ii) second, pro rata among the Selling Holders who have requested participation in such Underwritten Offering and any other holder of securities of the Partnership having rights of registration that are neither expressly senior nor subordinated to the Registrable Securities (the “Parity Securities”). The pro rata allocations for each Selling Holder who has requested participation in such Underwritten Offering shall be the product of (a) the aggregate number of Registrable Securities proposed to be sold in such Underwritten Offering multiplied by (b) the fraction derived by dividing (x) the number of Registrable Securities owned on the Closing Hamlet Payment Date by such Selling Holder by (y) the aggregate number of Registrable Securities owned on the Closing Hamlet Payment Date by all Selling Holders plus the aggregate number of Parity Securities owned on the Closing Hamlet Payment Date by all holders of Parity Securities that are participating in the Underwritten Offering.

Priority. (i) If a registration under Section 2 involves an underwritten Public Offering, and if the Managing Underwriter or Underwriters managing underwriter of any proposed Underwritten Offering of such underwritten offering shall advise the Company in writing (with a copy to each Selling Holder requesting that Registrable Common Units Stock be included in an Underwritten Offering involving Included Registrable Securities advises the Partnership such registration statement) that the total amount number of shares of Registrable Common Units that the Selling Holders and any other Persons intend Stock requested to include be included in such offering registration exceeds the number of shares of Registrable Common Stock that can be sold in such offering without being likely Public Offering within a price range stated to have an adverse effect on the price, timing or distribution such managing underwriter by Selling Holders (other than any Management Holders) owning at least a majority of the shares of Registrable Common Units offered or the market for the Common Units, then the Common Units Stock requested to be included in such Underwritten Offering registration (excluding any such shares held by Management Holders) to be acceptable to such Selling Holders, then the Company shall include in such registration pursuant to Section 2, to the extent of the number of shares of to the extent of the number of shares of Registrable Securities Common Stock that such Managing Underwriter or Underwriters advises the Partnership Company is advised can be sold without having in such adverse effectPublic Offering, with such number to be allocated (iA) first, Registrable Common Stock requested to be registered by the Partnership and (ii) secondInitiating Holders pursuant to Section 2, pro rata among the Selling Initiating Holders who have requested participation in such Underwritten Offering and any other holder on the basis of securities of the Partnership having rights of registration that are neither expressly senior nor subordinated to the Registrable Securities (the “Parity Securities”). The pro rata allocations for each Selling Holder who has requested participation in such Underwritten Offering shall be the product of (a) the aggregate number of Registrable Securities proposed to be sold in such Underwritten Offering multiplied by (b) the fraction derived by dividing (x) the number of shares of Registrable Securities owned Common Stock requested to be registered by all such Initiating Holders, (B) second, Registrable Common Stock requested to be registered by other Selling Holders requesting that Registrable Common Stock be included in such registration statement pursuant to Section 2, pro rata among such Selling Holders on the Closing Date basis of the number of shares of Registrable Common Stock requested to be registered by all such Selling Holder by Holders, (yC) third, securities that the aggregate number of Registrable Securities owned on the Closing Date by all Selling Holders plus the aggregate number of Parity Securities owned on the Closing Date by all holders of Parity Securities that are participating in the Underwritten OfferingCompany proposes to issue and sell for its own account and (D) fourth, other securities, if any.

Priority. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering of Common Units included in an Underwritten Offering involving Included Registrable Securities advises the Partnership that the total amount of Common Units Registrable Securities that the Selling Holders and any other Persons 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 Units offered or the market for the Common Units, then the Common Units to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advises the Partnership can be sold without having such adverse effect, with such number to be allocated (i) first, to the Partnership Partnership, or, if the Underwritten Offering is initiated (such initiation, a “Non-Party Holder Initiation”) by one or more Holders (as such term is defined in that certain Registration Rights Agreement, dated May 4, 2015, by and among the Partnership, Enviva MLP Holdco, LLC and Enviva Cottondale Acquisition I, LLC), to such Persons and (ii) second, pro rata among the Selling Holders who have requested participation in such Underwritten Offering and any other holder (and the Partnership in case of a Non-Party Holder Initiation) of securities of the Partnership having rights of registration that are neither expressly senior nor subordinated to the Registrable Securities (the “Parity Securities”). The pro rata allocations for each Selling Holder who has requested participation in such Underwritten Offering shall be the product of (a) the aggregate number of Registrable Securities proposed to be sold in such Underwritten Offering multiplied by (b) the fraction derived by dividing (x) the number of Registrable Securities owned on the Closing Date by such Selling Holder by (y) the aggregate number of Registrable Securities owned on the Closing Date by all Selling Holders plus the aggregate number of Parity Securities owned on the Closing Date by all holders of Parity Securities (or to be issued by the Partnership in such Underwriter Offering, if any, in case of a Non-Party Holder Initiation) that are participating in the Underwritten Offering.

Priority. If Other than situations outlined in Section 2.01 of this Agreement, if the Managing Underwriter or Underwriters of any proposed Underwritten Offering of Common Units Shares included in an Underwritten Offering involving Included Registrable Securities advises the Partnership Corporation that the total amount of Common Units Shares that the Selling Holders and any other Persons intend to include in such offering exceeds the number of Common Shares that can be sold in such offering without being likely to have an adverse effect on the price, timing or distribution of the Common Units Shares offered or the market for the Common UnitsShares, then the Common Units Shares to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advises the Partnership Corporation can be sold without having such adverse effect, with such number to be allocated (i) first, to the Partnership and Corporation or other party or parties requesting or initiating such registration, (ii) second, pro rata among by the holders of Corporation securities that have requested participation in such Underwritten Offering under the Existing Registration Rights Agreement and (iii) third, by the Selling Holders who have requested participation in such Underwritten Offering and any by the other holder holders of securities Common Shares (other than holders of the Partnership having Registrable Securities) with registration rights of registration that are neither expressly senior nor subordinated pursuant to the Registrable Securities (BX Registration Rights Agreement, the “Parity Securities”). The pro rata allocations for each Selling Holder who has requested participation Intrepid Registration Rights Agreement or otherwise entitling them to participate in such Underwritten Offering shall be Offering, allocated among such Selling Holders and other holders pro rata on the product basis of (a) the aggregate number of Registrable Securities proposed to be sold in such Underwritten Offering multiplied by (b) the fraction derived by dividing (x) the number of Registrable Securities owned on the Closing Date or Common Shares held by such each applicable Selling Holder by (y) the aggregate number of Registrable Securities owned on the Closing Date by all Selling Holders plus the aggregate number of Parity Securities owned on the Closing Date by all holders of Parity Securities that are participating or other holder or in the Underwritten Offeringsuch manner as they may agree.

Priority. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering of Common Units included in an Underwritten Offering involving Included Registrable Securities advises the Partnership that the total amount of Common Units Registrable Securities that the Selling Holders and any other Persons 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 Units offered or the market for the Common Units, then the Common Units to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advises the Partnership can be sold without having such adverse effect, with such number to be allocated (i) first, to the Partnership and (ii) second, pro rata among the Selling Holders who have requested participation in such Underwritten Offering and any other holder of securities of the Partnership having rights of registration that are neither expressly senior nor subordinated to the Registrable Securities (the “Parity Securities”). The pro rata allocations for each Selling Holder who has requested participation in such Underwritten Offering shall be the product of (a) the aggregate number of Registrable Securities proposed to be sold in such Underwritten Offering multiplied by (b) the fraction derived by dividing (x) the number of Registrable Securities then owned on the Closing Date by such Selling Holder by (y) the aggregate number of Registrable Securities then owned on the Closing Date by all Selling Holders plus the aggregate number of Parity Securities then owned on the Closing Date by all holders of Parity Securities that are participating in the Underwritten Offering.

Priority. If a registration under this Article 3 involves an underwritten offering and the Managing Underwriter or Underwriters managing underwriter(s) in its good-faith judgment advises the Parent that the number of any proposed Underwritten Offering of Common Units Registrable Securities requested to be included in an Underwritten Offering involving Included Registrable Securities advises the Partnership Registration Statement by the Requesting Holders exceeds the number of securities that can be sold without adversely affecting the total amount price, timing, distribution or sale of Common Units that securities in the Selling Holders and any other Persons intend offering (the "Underwriter's Maximum Number"), the Parent shall be required to include in such offering exceeds Registration Statement only such number of securities as is equal to the number that can be sold Underwriter's Maximum Number and the Parent and the Requesting Holders shall participate in such offering without being likely in the following order of priority: (i) First, the Parent shall be obligated and required to have an adverse effect on include in the price, timing or distribution of the Common Units offered or the market for the Common Units, then the Common Units to be included in such Underwritten Offering shall include Registration Statement the number of Registrable Securities that such Managing Underwriter or Underwriters advises the Partnership can be sold without having such adverse effect, with such number Requesting Holder(s) have requested to be included in the Registration Statement and that does not exceed the Underwriter's Maximum Number; provided, that if there are multiple Requesting Holders, the Registrable Securities to be included in the Registration Statement shall be allocated (i) firstamong all such Requesting Holders in proportion, as nearly as practicable, to the Partnership and (ii) second, pro rata among the Selling Holders who have requested participation in such Underwritten Offering and any other holder of securities of the Partnership having rights of registration that are neither expressly senior nor subordinated to the Registrable Securities (the “Parity Securities”). The pro rata allocations for each Selling Holder who has requested participation in such Underwritten Offering shall be the product of (a) the aggregate respective number of Registrable Securities proposed held by them on the date of the underlying Registration Demand. If any Requesting Holder would thus be entitled to include more Registrable Securities than it requested to be sold registered, the excess shall be allocated among other Requesting Holders pro rata in the manner described in the preceding sentence. (ii) Second, the Parent shall be entitled to include in such Underwritten Offering multiplied by (b) the fraction derived by dividing (x) the Registration Statement such number of Registrable Parent Securities owned on as the Closing Date by such Selling Holder by (y) Parent proposes to offer and sell for its own account or the aggregate number account of Registrable Securities owned on any other Person to the Closing Date by all Selling Holders plus full extent of the aggregate number remaining portion of Parity Securities owned on the Closing Date by all holders of Parity Securities that are participating in the Underwritten Offering.Underwriter's Maximum Number. Section 3.3

Priority. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering of shares of Common Units Stock included in an Underwritten Offering involving Included Registrable Securities pursuant to this Section 2.02 advises the Partnership Company that the total amount number of shares of Common Units Stock that the Selling Holders and any other Persons intend to include in such offering exceeds the number of shares of Common Stock that can be sold in such offering without being likely to have an adverse effect on the price, timing or distribution of shares of the Common Units Stock offered or the market for the shares of Common UnitsStock, then the shares of Common Units Stock to be included in such Underwritten Offering shall include the number of Common Stock Registrable Securities that such Managing Underwriter or Underwriters advises the Partnership Company can be sold without having such adverse effect, with such number to be allocated (i) first, to the Partnership Company or other party or parties requesting or initiating such registration or to any other holder of securities of the Company having rights of registration pursuant to an existing registration rights agreement and (ii) second, pro rata among by the Selling Holders who have requested participation in such Underwritten Offering and any by the other holders of shares of Common Stock (other than holders of Common Stock Registrable Securities) with registration rights entitling them to participate in such Underwritten Offering, allocated among such Selling Holders and other holders pro rata on the basis of the number of Common Stock Registrable Securities or shares of Common Stock proposed to be sold by each applicable Selling Holder or other holder of securities of the Partnership having rights of registration that are neither expressly senior nor subordinated to the Registrable Securities (the “Parity Securities”). The pro rata allocations for each Selling Holder who has requested participation in such Underwritten Offering shall be (based, for each such participant, on the product of (a) the aggregate number of Registrable Securities proposed to be sold in such Underwritten Offering multiplied by (b) the fraction percentage derived by dividing (x) the number of Registrable Securities owned on the Closing Date shares of Common Stock proposed to be sold by such Selling Holder participant in such Underwritten Offering by (y) the aggregate number of shares of Common Stock proposed to be sold by all participants in such Underwritten Offering) or in such manner as they may agree. The allocation of shares of Common Stock to be included in any Underwritten Offering other than an Underwritten Offering involving Included Registrable Securities owned on the Closing Date pursuant to this Section 2.02 shall be governed by all Selling Holders plus the aggregate number of Parity Securities owned on the Closing Date by all holders of Parity Securities that are participating in the Underwritten OfferingSection 2.01(a).

Priority. If a registration under this Section 3.3 involves an underwritten offering and the Managing Underwriter or Underwriters managing underwriter(s) in its good-faith judgment advises the Parent that the number of any proposed Underwritten Offering of Common Units Registrable Securities requested to be included in an Underwritten Offering involving Included Registrable Securities advises the Partnership that Registration Statement by the total amount of Common Units that Requesting Holders exceeds the Selling Holders and any other Persons intend Underwriter's Maximum Number, the Parent shall be required to include in such offering exceeds Registration Statement only such number of securities as is equal to the number that can be sold Underwriter's Maximum Number and the Parent and the Requesting Holders shall participate in such offering without being likely in the following order of priority: (i) First, the Parent shall be entitled to have an adverse effect on include in such Registration Statement the priceParent Securities that the Parent proposes to offer and sell for its own account in such registration and that does not exceed the Underwriter's Maximum Number. (ii) Second, timing or distribution the Parent shall be obligated and required to include in such Registration Statement that number of Registrable Securities that the Common Units offered or the market for the Common UnitsRequesting Holders have, then the Common Units collectively, requested to be included in such Underwritten Offering shall include offering, to the full extent of the remaining portion of the Underwriter's Maximum Number; provided, that if such number of Registrable Securities that such Managing Underwriter or Underwriters advises exceeds the Partnership can be sold without having such adverse effectremaining portion of the Underwriter's Maximum Number, with such number the Registrable Securities to be included in such offering shall be allocated (i) firstamong all of the Requesting Holders, in proportion, as nearly as practicable, to the Partnership and (ii) second, pro rata among the Selling Holders who have requested participation in such Underwritten Offering and any other holder of securities of the Partnership having rights of registration that are neither expressly senior nor subordinated to the Registrable Securities (the “Parity Securities”). The pro rata allocations for each Selling Holder who has requested participation in such Underwritten Offering shall be the product of (a) the aggregate respective number of Registrable Securities proposed held by them on the date of the underlying Piggyback Registration Notice. If any Requesting Holder would thus be entitled to include more Registrable Securities than it requested to be sold registered, 14 the excess shall be allocated among other Requesting Holders pro rata in the manner described in the preceding sentence. (iii) Third, the Parent shall be entitled to include in such Underwritten Offering multiplied by Registration Statement that number of Parent Securities that the Parent proposes to offer and sell for the account of any other Person, to the full extent of any remaining portion of the Underwriter's Maximum Number. (bd) the fraction derived by dividing (x) the number Not a Demand Registration. No registration of Registrable Securities owned on effected under this Section 3.3 shall relieve the Closing Date by such Selling Holder by (y) the aggregate number Parent of its obligation to effect any registration of Registrable Securities owned on the Closing Date by all Selling Holders plus the aggregate number of Parity Securities owned on the Closing Date by all holders of Parity Securities that are participating in the Underwritten Offering.pursuant to Article 3. Section 3.4

Priority. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering of Common Units included in connection with an Underwritten Offering involving Included Registrable Securities advises pursuant to this Section 2.03, the Partnership that Primary Managing Underwriter shall advise the total amount Company that, in its reasonable opinion, the number of Common Units that the Selling Holders securities requested and any other Persons intend otherwise proposed to include be included in such offering Underwritten Offering, including pursuant to the Existing Registration Rights Agreements, exceeds the number that can be sold in such offering without being likely to have having an adverse effect on the price, timing or distribution of the Common Units offered or the market for the Common UnitsAdverse Effect, then the Common Units to be included Company shall include in such Underwritten Offering shall include the number of Registrable Securities that such Primary Managing Underwriter or Underwriters advises the Partnership Company can be sold without having such adverse effectAdverse Effect, with such number to be allocated (i) first, to the Partnership and Company, (ii) second, to the Selling Holders, as defined in and pursuant to the Leucadia Registration Rights Agreement, to the Selling Holders, as defined in and pursuant to the Battlecat Registration Rights Agreement, and to the Selling Holders hereunder, pro rata based on the relative number of Registrable Securities (as defined herein or in the Leucadia Registration Rights Agreement or the Battlecat Registration Rights Agreement, as applicable) proposed to be offered and sold by such Selling Holders, and (iii) thereafter, to any holders of registration rights; and fourth, second, and if any, the number of included Registrable Securities that, in the opinion of such Primary Managing Underwriter, can be sold without having such Adverse Effect, with such number to be allocated pro rata among the Selling Holders who that have requested participation to participate in such Underwritten Offering and any other holder of securities of based on the Partnership having rights of registration that are neither expressly senior nor subordinated to the Registrable Securities (the “Parity Securities”). The pro rata allocations for each Selling Holder who has requested participation in such Underwritten Offering shall be the product of (a) the aggregate relative number of Registrable Securities proposed then held by each such Holder (provided that any securities thereby allocated to a Holder that exceed such Holder’s request shall be sold reallocated among the remaining requesting Holders in such Underwritten Offering multiplied by (b) the fraction derived by dividing (x) the number of Registrable Securities owned on the Closing Date by such Selling Holder by (y) the aggregate number of Registrable Securities owned on the Closing Date by all Selling Holders plus the aggregate number of Parity Securities owned on the Closing Date by all holders of Parity Securities that are participating in the Underwritten Offeringlike manner).

Priority. If Other than situations outlined in Section 2.01 of this Agreement, if the Managing Underwriter or Underwriters of any proposed Underwritten Offering of Common Units included in an Underwritten Offering involving Included Registrable Securities advises the Partnership, or the Partnership reasonably determines, that the total amount of Common Units that the Selling Holders and any other Persons 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 Units offered or the market for the Common Units, then the Common Units to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advises the Partnership can be sold without having such adverse effect, with such number to be allocated (i) first, to the Partnership and or other party requesting such registration, (ii) second, pro rata among the Selling Holders who have requested participation in such Underwritten Offering and any “Holders” (as defined in the Existing Class A Preferred Registration Rights Agreements) under the Existing Class A Preferred Registration Rights Agreements (“Class A Holders”) requesting such registration, based on the percentage derived by dividing (x) the number of Registrable Securities proposed to be sold by such Selling Holder and the number of “Registrable Securities” (as defined in the Existing Class A Preferred Registration Rights Agreements) (“Class A Registrable Securities”) proposed to be sold by the Class A Holders by (y) the aggregate number of Registrable Securities proposed to be sold by all Selling Holders and Class A Registrable Securities proposed to be sold by all Class A Holders and (iii) third, to any other holder of securities of the Partnership having rights of registration that are neither expressly senior nor subordinated to the Holders in respect of the Registrable Securities (the “Parity Securities”). The pro rata allocations for each Selling Holder who has requested participation , allocated among such holders in such Underwritten Offering shall be the product of (a) the aggregate number of Registrable Securities proposed to be sold in such Underwritten Offering multiplied by (b) the fraction derived by dividing (x) the number of Registrable Securities owned on the Closing Date by such Selling Holder by (y) the aggregate number of Registrable Securities owned on the Closing Date by all Selling Holders plus the aggregate number of Parity Securities owned on the Closing Date by all holders of Parity Securities that are participating in the Underwritten Offeringmanner as they may agree.

Priority. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering of Common Units included in an Underwritten Offering involving Included Registrable Securities advises the Partnership that the total amount of Common Units Registrable Securities that the Selling Holders and any other Persons 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 LP Units offered or the market for the Common LP Units, then the Common LP Units to be included in such Underwritten Offering shall include the number of those Registrable Securities that such Managing Underwriter or Underwriters advises the Partnership can be sold without having such adverse effect, with such number to be allocated (i) first, to the Partnership and (ii) second, pro rata among the Selling Holders who have requested participation in such Underwritten Offering and and, except as provided in clause (i), any other holder of securities of the Partnership having rights of registration that are neither expressly senior nor subordinated to the Registrable Securities (the “Parity Securities”). The pro rata allocations for each Selling Holder who has requested participation in such Underwritten Offering shall be the product of (a) the aggregate number of those Registrable Securities proposed to be sold in such Underwritten Offering multiplied by (b) the fraction derived by dividing (x) the number of those Registrable Securities owned on the Closing Date by such Selling Holder by (y) the aggregate number of those Registrable Securities owned on the Closing Date by all Selling Holders plus the aggregate number of Parity Securities owned on the Closing Date by all holders of Parity Securities that are participating in the Underwritten Offering.

Priority. If Notwithstanding the Managing Underwriter or Underwriters foregoing, if the registration pursuant to this Paragraph 2 involves an underwritten offering and the managing underwriter advises the Company in writing that the number of any proposed Underwritten Offering shares of Common Units included in an Underwritten Offering involving Included Registrable Securities advises desired to be offered by the Partnership that Company or Securityholders other than the total amount Demand Holder (the “Other Sellers”) together with the Registration Demand Securities of Common Units that the Selling Holders and any other Persons intend to include in such offering Demand Holder exceeds the maximum number that can of such shares which the managing underwriter considers, in good faith, to be sold in such offering appropriate based on market conditions and other relevant factors (including, without being likely to have an adverse effect on limitation, pricing) (the price, timing or distribution of the Common Units offered or the market for the Common Units“Maximum Number”), then the Common Units securities proposed to be included by the Company shall be excluded from such registration before any such securities of the Demand Holder or the Other Sellers. If, and to the extent that, after exclusion of the securities proposed to be included by the Company, the Registration Demand Securities proposed to be included by the Demand Holder and the securities proposed to be included by the Other Sellers exceeds the Maximum Number, then the Registration Demand Securities proposed to be included by the Demand Holder and the securities proposed to be included by the Other Sellers that may be included in the underwriting shall be allocated among all Securityholders thereof, including the Demand Holder, in proportion (as nearly as practicable) to the amount of Registrable Securities owned by each Securityholder; provided, however, that the number of Registration Demand Securities to be included in such Underwritten Offering shall include the number underwriting is not reduced below thirty-five percent (35%) percent of Registrable Securities that such Managing Underwriter or Underwriters advises the Partnership can be sold without having such adverse effect, with such number to be allocated (i) first, to the Partnership and (ii) second, pro rata among the Selling Holders who have requested participation in such Underwritten Offering and any other holder of securities of the Partnership having rights of registration that are neither expressly senior nor subordinated to the Registrable Securities (the “Parity Securities”). The pro rata allocations for each Selling Holder who has requested participation in such Underwritten Offering shall be the product of (a) the aggregate number of Registrable Registration Demand Securities proposed for which inclusion has been requested by the Demand Holder. Each of the Demand Holder, the Other Sellers and the Company (in the event that any securities are to be sold in offered by the Company) may withdraw from any demand registration pursuant to this Paragraph 2 by giving written notice to the Company prior to the effective date of such Underwritten Offering multiplied by (b) the fraction derived by dividing (x) the number of Registrable Securities owned on the Closing Date by such Selling Holder by (y) the aggregate number of Registrable Securities owned on the Closing Date by all Selling Holders plus the aggregate number of Parity Securities owned on the Closing Date by all holders of Parity Securities that are participating registration statement and, in the Underwritten Offeringevent of a withdrawal by the Demand Holder, such withdrawn Demand Registration shall not be deemed to be a Demand Registration counting against the maximum of two Demand Registrations set forth in Paragraph 2(a) if the Demand Holder pays or promptly reimburses the Company for all Registration Expenses incurred by the Company in connection with such withdrawn Demand Registration.

Priority. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering of Common LP Units included in an Underwritten Offering involving Included Registrable Securities advises the Partnership that the total amount of Common Units Registrable Securities that the Selling Holders and any other Persons 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 (other than by reason of the notice periods set forth herein) or distribution of the Common LP Units offered or the market for the Common LP Units, then the Common LP Units to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advises the Partnership can be sold without having such adverse effect, with such number to be allocated (i) first, to the Partnership and (ii) second, pro rata among the Selling Holders who have requested participation in such Underwritten Offering and any other holder of securities of the Partnership having rights of registration that are neither expressly senior nor subordinated to on parity with the Registrable Securities (the “Parity Securities”). The pro rata allocations for each Selling Holder who has have requested participation in such Underwritten Offering shall be the product of (a) the aggregate number of Registrable Securities proposed to be sold by all Selling Holders in such Underwritten Offering multiplied by (b) the fraction derived by dividing (x) the number of Registrable Securities owned on the Closing Date by such Selling Holder by (y) the aggregate number of Registrable Securities owned on the Closing Date by all Selling Holders plus the aggregate number of Parity Securities owned on the Closing Date by all and holders of Parity Securities that are participating in the Underwritten Offering.

Priority. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering of shares of Common Units Stock included in an Underwritten Offering involving Included Registrable Securities pursuant to this Section 2.02 advises the Partnership Company and the Selling Holders that the total amount number of shares of Common Units Stock that the Selling Holders and any other Persons intend to include in such offering Underwritten Offering exceeds the number of shares of Common Stock that can be sold in such offering Underwritten Offering without being likely to have an adverse effect on the price, timing or distribution of shares of the Common Units Stock offered or the market for the shares of Common UnitsStock, then the shares of Common Units Stock to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advises the Partnership Company can be sold without having such adverse effect, with such number to be allocated (i) first, to the Partnership Company or other party or parties requesting or initiating such registration or to any other holder of securities of the Company having rights of registration pursuant to an existing registration rights agreement and (ii) second, pro rata among by the Selling Holders who have requested participation in such Underwritten Offering and any by the other holders of shares of Common Stock (other than holders of Registrable Securities) with registration rights entitling them to participate in such Underwritten Offering, allocated among such Selling Holders and other holders pro rata on the basis of the number of Registrable Securities or shares of Common Stock proposed to be sold by each applicable Selling Holder or other holder of securities of the Partnership having rights of registration that are neither expressly senior nor subordinated to the Registrable Securities (the “Parity Securities”). The pro rata allocations for each Selling Holder who has requested participation in such Underwritten Offering shall be (based, for each such participant, on the product of (a) the aggregate number of Registrable Securities proposed to be sold in such Underwritten Offering multiplied by (b) the fraction percentage derived by dividing (x) the number of Registrable Securities owned on the Closing Date shares of Common Stock proposed to be sold by such Selling Holder participant in such Underwritten Offering by (y) the aggregate number of shares of Common Stock proposed to be sold by all participants in such Underwritten Offering) or in such manner as they may agree. The allocation of shares of Common Stock to be included in any Underwritten Offering, other than an Underwritten Offering involving Included Registrable Securities owned on the Closing Date pursuant to this Section 2.02, shall be governed by all Selling Holders plus the aggregate number of Parity Securities owned on the Closing Date by all holders of Parity Securities that are participating in the Underwritten OfferingSection 2.01.

Priority. If Notwithstanding the Managing Underwriter foregoing, if the registration pursuant to this paragraph 2 involves an underwritten offering and the managing underwriter advises the Company or Underwriters UBS Capital in writing that the number of any proposed Underwritten Offering shares of Common Units Stock or Preferred Stock desired to be offered by the Company or Stockholders other than the UBS Group together with the Registration Demand Securities of the UBS Group exceeds the maximum number of such shares which the managing underwriter considers, in good faith, to be appropriate based on market conditions and other relevant factors (including, without limitation, pricing) (the "Maximum Number"), then the securities proposed to be included by Stockholders other than the UBS Group or the Originating Partnership Group (the "Other Sellers") shall be excluded from such registration before any such securities of the UBS Group, the Originating Partnership Group or the Company shall be excluded. If, and to the extent that, after the exclusion of the securities proposed to be included by the Other Sellers, the number of securities proposed to be included by the UBS Group, the Originating Partnership Group and the Company exceeds the Maximum Number, such securities to be included on behalf of the Company shall be excluded. If, and to the extent that, after the exclusion of the securities proposed to be included by the Other Sellers and the Company, the number of such securities proposed to be included by the UBS Group and the Originating Partnership Group exceeds the Maximum Number, the UBS Group and the Originating Partnership Group shall be entitled to sell a number of shares of such securities equal to the Maximum Number and such Maximum Number shall be allocated among the UBS Group and the Originating Partnership Group, in an Underwritten Offering involving Included Registrable Securities advises the Partnership that the total amount case of shares of Common Units that Stock, according to the Selling Holders UBS Group's and any other Persons 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 Originating Partnership Group's Pro Rata share of the Common Units offered or Stock held by the market for UBS Group and the Common UnitsOriginating Partnership Group, then and, in the Common Units case of shares of Preferred Stock, based on the relative aggregate redemption value of the shares of Preferred Stock held by the UBS Group and the Originating Partnership Group. Each of the UBS Group, the Originating Partnership Group, the Other Sellers and the Company (in the Exhibit B to Stockholders Agreement ----------------------------------- B-4 event that any securities are to be included offered by the Company) may withdraw from any demand registration pursuant to this paragraph 2 by giving written notice to the Company prior to the filing date of such registration statement and, in the event of a withdrawal by the UBS Group, such Underwritten Offering withdrawn Demand Registration shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advises the Partnership can not be sold without having such adverse effect, with such number deemed to be allocated a Demand Registration counting against the maximum of two Demand Registrations set forth in paragraph 2(a) if (i) first, to the Partnership and UBS Group pays or promptly reimburses the Company for all Registration Expenses incurred by the Company in connection with such withdrawn Demand Registration or (ii) second, pro rata among a registration statement with respect to a Qualified IPO is filed by the Selling Holders who have requested participation in Company with the Commission within 90 days after such Underwritten Offering and any other holder of securities of the Partnership having rights of registration that are neither expressly senior nor subordinated to the Registrable Securities (the “Parity Securities”). The pro rata allocations for each Selling Holder who has requested participation in such Underwritten Offering shall be the product of (a) the aggregate number of Registrable Securities proposed to be sold in such Underwritten Offering multiplied by (b) the fraction derived by dividing (x) the number of Registrable Securities owned on the Closing Date by such Selling Holder by (y) the aggregate number of Registrable Securities owned on the Closing Date by all Selling Holders plus the aggregate number of Parity Securities owned on the Closing Date by all holders of Parity Securities that are participating in the Underwritten Offeringwithdrawal.

Priority. If the Managing Underwriter or Underwriters managing underwriter(s) for a registration in which Registrable Securities are proposed to be included pursuant to this Article III that involves an underwritten offering shall advise the Company in good faith that in its opinion, the number of any proposed Underwritten Offering shares of Common Units included in an Underwritten Offering involving Included Registrable Securities advises Stock to be sold for the Partnership account of persons other than the Company is greater than the amount that can be offered without adversely affecting the total amount success of the offering (taking into consideration the interests of the Company and the Holders), then the number of shares of Common Units that the Selling Holders and any other Persons intend Stock to include in such offering exceeds the number that can be sold in such offering may be reduced to a number that, in the reasonable opinion of the managing underwriter(s), may reasonably be sold without being likely to have an having the adverse effect on referred to above. The reduced number of shares of Common Stock that may be registered shall be allocated in the pricecase of a Public Offering (i) initiated by the Company, timing or distribution in the following priority: first, to shares of the Common Units offered or the market for the Common Units, then the Common Units Stock proposed to be included registered for offer and sale by the Company; second, to Registrable Securities proposed to be registered by Holders as a Piggyback Registration; and third, to shares of Common Stock proposed to be registered pursuant to any demand registration rights of third parties; and (ii) initiated pursuant to the demand registration rights of third parties, in the following priority: first, to shares of Common Stock proposed to be registered pursuant to such Underwritten Offering demand registration rights of such third parties; and second, to Registrable Securities proposed to be registered by Holders as a Piggyback Registration. The reduced number of Registrable Securities that may be registered pursuant to this Section 3.3 shall include be allocated pro rata among the Holders participating in the Piggyback Registration, based on the number of Registrable Securities beneficially owned by the respective Holders. If, as a result of the proration provisions of this Section 3.3, any Holder shall not be entitled to include all Registrable Securities in a registration pursuant to this Article III that such Managing Underwriter or Underwriters advises the Partnership can Holder has requested be sold without having included, such adverse effect, with such number Holder may elect to be allocated (i) first, to the Partnership and (ii) second, pro rata among the Selling Holders who have requested participation in such Underwritten Offering and any other holder of securities of the Partnership having rights of registration that are neither expressly senior nor subordinated to the withdraw its Registrable Securities (from the “Parity Securities”). The pro rata allocations for each Selling Holder who has requested participation in such Underwritten Offering shall be the product of (a) the aggregate number of Registrable Securities proposed to be sold in such Underwritten Offering multiplied by (b) the fraction derived by dividing (x) the number of Registrable Securities owned on the Closing Date by such Selling Holder by (y) the aggregate number of Registrable Securities owned on the Closing Date by all Selling Holders plus the aggregate number of Parity Securities owned on the Closing Date by all holders of Parity Securities that are participating in the Underwritten Offeringregistration.

Priority. If the Managing Underwriter managing underwriter for a Demand Registration that involves an underwritten offering shall advise the Company that, in its opinion, the inclusion of the amount of securities to be sold for the Company's account or Underwriters of any proposed Underwritten Offering of Common Units included in an Underwritten Offering involving Included the Registrable Securities advises to be sold for the Partnership account of Holders that did not initiate the Demand Registration would (x) create a substantial risk that the total amount of Common Units proceeds or price per share that will be derived from such Demand Registration will be materially reduced or that the Selling Holders number of securities to be registered on such Demand Registration is too large to be reasonably sold or (y) materially and adversely effect such Demand Registration in any other Persons 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 Units offered or the market for the Common Unitsrespect, then the Common Units amount of securities to be included sold for the Company's account or the Registrable Securities to be sold for the account of such non-initiating Holders shall be reduced (and may be reduced to zero) in accordance with the managing underwriter's recommendation. In the event of such Underwritten Offering shall include reduction, the number of Registrable Securities that included in such Managing Underwriter or Underwriters advises the Partnership can Demand Registration shall be sold without having such adverse effect, with such number to be allocated determined by giving (i) first, to the Partnership and (ii) second, pro rata among the Selling Holders who have requested participation in such Underwritten Offering and any other holder of securities of the Partnership having rights of registration that are neither expressly senior nor subordinated first priority to the Registrable Securities owned by the Holder that initiated such Demand Registration (which shall not be reduced), (ii) second priority to the “Parity Securities”Registrable Securities owned by the Holders that did not initiate such Demand Registration, allocated if necessary pro rata among all such Holders, and (iii) third priority to the securities sought to be included by the Company. If no Registrable Securities of a Holder in category (ii) above are cut back, a Demand Registration shall be deemed to have been requested by such Holder for purposes of Section 2(B). The pro rata allocations for each Selling If any Registrable Securities of a Holder who has requested participation in such Underwritten Offering category (ii) above are cut back, no Demand Registration shall be deemed to have been requested by such Holder for purposes of Section 2(B) whether or not such Holder includes any of the product of (a) Registerable Securities in the aggregate number of Demand Registration. In addition, such Holder may elect to withdraw its Registrable Securities proposed from such Demand Registration upon prompt written notice to the Company of such withdrawal; provided, however, that such withdrawal election shall be sold irrevocable and, after making a withdrawal election, a Holder shall no longer have any right to include Registrable Securities in the Demand Registration as to which such Underwritten Offering multiplied by (b) the fraction derived by dividing (x) withdrawal election was made. If any such withdrawal election is made, the number of Registrable Securities owned on included in the Closing Date Demand Registration shall be increased by such Selling Holder by (y) the aggregate number lesser of the amount of Registrable Securities owned on the Closing Date by all Selling Holders plus withdrawn and the aggregate number amount of Parity Registrable Securities owned on cut back pursuant to this Section 2(D), and in accordance with the Closing Date priority provided by all holders of Parity Securities that are participating in the Underwritten Offeringthis Section 2(D).

Priority. If Notwithstanding the Managing Underwriter foregoing, if the registration pursuant to this paragraph 2 involves an underwritten offering and the managing underwriter advises the Company or Underwriters the Originating Partnerships in writing that the number of any proposed Underwritten Offering shares of Common Units Stock or Preferred Stock desired to be offered by the Company or Stockholders other than the Originating Partnership Group together with the Registration Demand Shares of the Originating Partnership Group exceeds the maximum number of such shares which the managing underwriter considers, in good faith, to be appropriate based on market conditions and other relevant factors (including, without limitation, pricing) (the "Maximum Number"), then the securities proposed to be included by Stockholders other than the Originating Partnership Group or the UBS Group (the "Other Sellers") shall be excluded from such registration before any such Shares of the Originating Partnership Group, the UBS Group or the Company shall be excluded. If, and to the extent that, after the exclusion of the securities proposed to be included by the Other Sellers, the number of securities proposed to be included by the Originating Partnership Group, the UBS Group and the Company exceeds the Maximum Number, such securities to be included on behalf of the Company shall be excluded. If, and to the extent that, after the exclusion of the securities proposed to be included by the Other Sellers and the Company, the number of such securities proposed to be included by the Originating Partnership Group and the UBS Group exceeds the Maximum Number, the Originating Partnership Group and the UBS Group shall be entitled to sell a number of shares of such securities equal to the Maximum Number and such Maximum Number shall be allocated among the Originating Partnership Exhibit B to Stockholders Agreement ----------------------------------- B-7 Group and the UBS Group, in an Underwritten Offering involving Included Registrable Securities advises the Partnership that the total amount case of shares of Common Units that Stock, according to the Selling Holders Originating Partnership Group's and any other Persons 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 UBS Group's Pro Rata share of the Common Units offered or Stock held by the market for Originating Partnership Group and the Common UnitsUBS Group, then and, in the Common Units case of shares of Preferred Stock, based on the relative aggregate redemption value of the shares of Preferred Stock held by each of the Originating Partnership Group and the UBS Group. Each of the Originating Partnership Group, the UBS Group, the Other Sellers and the Company (in the event that any securities are to be included offered by the Company) may withdraw from any demand registration pursuant to this paragraph 3 by giving written notice to the Company prior to the filing date of such registration statement and, in the event of a withdrawal by the Originating Partnership Group, such Underwritten Offering withdrawn Demand Registration shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advises the Partnership can not be sold without having such adverse effect, with such number deemed to be allocated a Demand Registration counting against the maximum of two Demand Registrations set forth in paragraph 3(a) if (i) first, to the Originating Partnership and Group pays or promptly reimburses the Company for all Registration Expenses incurred by the Company in connection with such withdrawn Demand Registration or (ii) second, pro rata among a registration statement with respect to a Qualified IPO is filed by the Selling Holders who have requested participation in Company with the Commission within 90 days after such Underwritten Offering and any other holder of securities of the Partnership having rights of registration that are neither expressly senior nor subordinated to the Registrable Securities (the “Parity Securities”). The pro rata allocations for each Selling Holder who has requested participation in such Underwritten Offering shall be the product of (a) the aggregate number of Registrable Securities proposed to be sold in such Underwritten Offering multiplied by (b) the fraction derived by dividing (x) the number of Registrable Securities owned on the Closing Date by such Selling Holder by (y) the aggregate number of Registrable Securities owned on the Closing Date by all Selling Holders plus the aggregate number of Parity Securities owned on the Closing Date by all holders of Parity Securities that are participating in the Underwritten Offeringwithdrawal.

Priority. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering of Common Units included in an Underwritten Offering involving Included Registrable Securities advises the Partnership that the total amount of Common Units Registrable Securities that the Selling Holders and any other Persons 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 Units offered or the market for the Common Units, then the Common Units to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advises the Partnership can be sold without having such adverse effect, with such number to be allocated (i) first, to the Partnership and Partnership; (ii) second, as provided in the Registration Rights Agreement dated as of March 15, 2006 by and among Legacy, the General Partner and Friedman, Billings, Xxxxxx & Co.; (iii) third, pursuant to the Registration Rights Agreement dated March 15, 2006 by and among Legacy, the General Partner and other parties thereto; (iv) fourth, pursuant to the Registration Rights Agreement dated June 29, 2006 between Xxxxx Holding LP, Legacy and the General Partner; (v) fifth, pursuant to the Registration Rights Agreement dated April 16, 2007 by and among Xxxxxxx & Associates, Inc., Legacy and the General Partner;and (vi) sixth, pro rata among the Selling Holders who have requested participation in such Underwritten Offering and any other holder of securities of the Partnership having rights of registration that are neither expressly senior nor subordinated to on parity with the Registrable Securities (the “Parity Securities”). The pro rata allocations for each Selling Holder who has have requested participation in such Underwritten Offering shall be the product of (a) the aggregate number of Registrable Securities proposed to be sold by all Selling Holders in such Underwritten Offering multiplied by (b) the fraction derived by dividing (x) the number of Registrable Securities owned on the Closing Date by such Selling Holder by (y) the aggregate number of Registrable Securities owned on the Closing Date by all Selling Holders plus the aggregate number of Parity Securities owned on the Closing Date by all and holders of Parity Securities that are participating in the Underwritten Offering.

Priority. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering of Common Units included in an Underwritten Offering involving Included Registrable Securities advises the Partnership that the total amount of Common Units Registrable Securities that the Selling Holders and any other Persons 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 Units offered or the market for the Common Units, then the Common Units to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advises the Partnership can be sold without having such adverse effect, with such number to be allocated (i) first, to the Partnership and (ii) second, pro rata among the Selling Holders who have requested participation in such Underwritten Offering and any other holder of securities of the Partnership having rights of registration that are neither expressly senior nor subordinated to the Registrable Securities (the “Parity Securities”). The pro rata allocations allocation for each Selling Holder who has requested participation in such Underwritten Offering shall be the product of (a) the aggregate number of Registrable Securities proposed to be sold in such Underwritten Offering multiplied by (b) the fraction derived by dividing (x) the number of Registrable Securities then owned on the Closing Date by such Selling Holder by (y) the aggregate number of Registrable Securities then owned on the Closing Date by all Selling Holders plus the aggregate number of Parity Securities then owned on the Closing Date by all holders of Parity Securities that are participating in the Underwritten Offering.

Priority. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering of Common Units included in an Underwritten Offering involving Included Registrable Securities advises the Partnership that the total amount of Common Units Registrable Securities that the Selling Holders and any other Persons 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 Units offered or the market for the Common Units, then the Common Units to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advises the Partnership can be sold without having such adverse effect, with such number to be allocated (i) first, to the Partnership and (ii) second, pro rata among the Selling Holders who have requested participation in such Underwritten Offering and, except as provided in clauses (i) and (ii), any other holder of securities of the Partnership having rights of registration that are neither expressly senior nor subordinated to the Registrable Securities (the “Parity Securities”). The pro rata allocations for each Selling Holder who has requested participation in such Underwritten Offering shall be the product of (a) the aggregate number of Registrable Securities proposed to be sold in such Underwritten Offering multiplied by (b) the fraction derived by dividing (x) the number of Registrable Securities owned on the Closing Date by such Selling Holder by (y) the aggregate number of Registrable Securities owned on the Closing Date by all Selling Holders plus the aggregate number of Parity Securities owned on the Closing Date by all holders of Parity Securities that are participating in the Underwritten Offering.

Priority. If Subject to the Managing succeeding provisions of this Section 2.04(b), if the managing Underwriter or Underwriters shall advise the Company that the inclusion of any proposed Underwritten Offering of Common Units Registrable Shares requested to be included in an Underwritten Offering involving Included Registrable Securities advises a Piggyback Registration by any Holder would materially and adversely affect the Partnership that price, distribution or timing of the total amount of Common Units that offering, the Selling Holders and any other Persons intend Company will be obligated to include in such offering Registration Statement, as to each Holder, only a portion of the Registrable Shares such Holder has requested be registered as determined below; provided, however, that the provisions of this sentence shall not be applicable to the person or persons initiating such Registration Statement. If the Company initiated the registration, then the Company may include all of its securities in such Registration Statement and the number of securities which all security holders (which have the contractual right to request that their shares be included in such Registration Statement, including the Holders) have requested or otherwise sought to be included in such Registration Statement shall be reduced as necessary pro rata in proportion to the relative number of securities requested or otherwise sought by each such security holder to be included in such Registration Statement until the number of securities to be included in such Registration Statement no longer exceeds the number that which can be sold in such offering without being likely offering. If another security holder initiated the registration and the Company wishes to have an adverse effect on the price, timing or distribution include any of the Common Units offered or the market for the Common Unitsits securities in such Registration Statement, then the Common Units number of securities which all security holders (which have the contractual right to request that their shares be included in such Registration Statement, including the Holders) and the Company have requested or otherwise sought to be included in such Underwritten Offering Registration Statement shall include be reduced as necessary pro rata in proportion to the relative number of securities requested or otherwise sought by each such security holder and the Company to be included in such Registration Statement until the number of Registrable Securities that such Managing Underwriter or Underwriters advises the Partnership can be sold without having such adverse effect, with such number securities to be allocated (i) first, to the Partnership and (ii) second, pro rata among the Selling Holders who have requested participation included in such Underwritten Offering and any other holder of securities of Registration Statement no longer exceeds the Partnership having rights of registration that are neither expressly senior nor subordinated to the Registrable Securities (the “Parity Securities”). The pro rata allocations for each Selling Holder who has requested participation in such Underwritten Offering shall be the product of (a) the aggregate number of Registrable Securities proposed to which can be sold in such Underwritten Offering multiplied by (b) offering. If, as a result of the fraction derived by dividing (x) the number provisions of this Section 2.04(b), any Holder shall not be entitled to include all Registrable Securities owned on the Closing Date by Shares in a registration that such Selling Holder by (y) the aggregate number of has requested to be so included, such Holder may withdraw such Holder’s request to include Registrable Securities owned on the Closing Date by all Selling Holders plus the aggregate number of Parity Securities owned on the Closing Date by all holders of Parity Securities that are participating Shares in the Underwritten Offeringsuch Registration Statement prior to its effectiveness.

Priority. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering of Common Units included in an Underwritten Offering involving Included Registrable Securities advises the Partnership that the total amount of Common Units that the Selling Holders and any other Persons 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 Units offered or the market for the Common Units, then the Common Units to be included in such Underwritten Offering shall include the number of Registrable Securities Common Units that such Managing Underwriter or Underwriters advises the Partnership can be sold without having such adverse effect, with such number to be allocated (i) first, to the Partnership and any of its affiliates, and (ii) second, pro rata among the Selling Holders and any other Persons who have been or are granted registration rights on or after the date of this Agreement (“Other Holders”) who have requested participation in such Underwritten Offering and any other holder of securities of (based, for each such Selling Holder or Other Holder, on the Partnership having rights of registration that are neither expressly senior nor subordinated to the Registrable Securities (the “Parity Securities”). The pro rata allocations percentage computed, for each Selling Holder who has requested participation in such Underwritten Offering shall be the product of (a) the aggregate number of Registrable Securities proposed to be sold in such Underwritten Offering multiplied by (b) or Other Holder, on the fraction derived by dividing (x) the number of Registrable Securities owned on the Closing Date Common Units proposed to be sold by such Selling Holder in such Underwritten Offering by (y) the aggregate number of Registrable Securities owned on the Closing Date Common Units proposed to be sold by all Selling Holders plus the aggregate number of Parity Securities owned on the Closing Date by all holders of Parity Securities that are participating in the such Underwritten Offering). As of the date of execution of this Agreement, there are no other Persons with Registration Rights relating to the Common Units other than pursuant to this Agreement and Section 7.12 of the Partnership Agreement.

Priority. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering of Common Units included in an Underwritten Offering Stock involving Included Registrable Securities pursuant to this Section 2.02 advises the Partnership Company that the total amount of Common Units Stock that the Selling Holders and any other Persons intend to include in such offering exceeds the number of shares of Common Stock that can be sold in such offering without being likely to have an adverse effect on the price, timing or distribution of the Common Units Stock offered or the market for the Common UnitsStock, then the Common Units Stock to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advises the Partnership Company can be sold without having such adverse effect, with such number to be allocated (i) if in a Company initiated registration, (A) first, to the Partnership Company and (iiB) second, pro rata among to the Selling Holders who have requested participation in such Underwritten Offering and any the other holder holders of securities Common Stock (other than the Eligible Holder and as otherwise already allocated in this section) with registration rights entitling them to participate in such Underwritten Offering, allocated among such holders pro rata on the basis of the Partnership having number of shares of Common Stock elected to be included in such offering or in such manner as they may agree and (ii) if in a registration initiated by another holder(s) with registration rights of other than pursuant to this Agreement, (A) first to such other holder(s), if required pursuant to such agreement governing the registration that are neither expressly senior nor subordinated rights for such other holder(s) and (B) second, to the Registrable Securities (Company, the “Parity Securities”). The pro rata allocations for each Selling Holder Holders who has have requested participation in such Underwritten Offering shall be and the product other holders of Common Stock (aother than the Eligible Holder and as otherwise already allocated in this section) the aggregate number of Registrable Securities proposed with registration rights entitling them to be sold participate in such Underwritten Offering multiplied by (b) Offering, allocated among such holders pro rata on the fraction derived by dividing (x) basis of the number of Registrable Securities owned on shares of Common Stock elected to be included in such offering or in such manner as they may agree. For the Closing Date by such Selling Holder by (yavoidance of doubt, the priority set forth in this Section 2.02(b) the aggregate number of Registrable Securities owned on the Closing Date by all Selling Holders plus the aggregate number of Parity Securities owned on the Closing Date by all holders of Parity Securities that are participating shall not apply and shall have no effect in the Underwritten Offeringevent that a Holder exercises its rights pursuant to Section 2.03, which shall be governed exclusively by the provisions of Section 2.03.

Priority. If The Company will cause the Managing Underwriter managing underwriter or Underwriters underwriters of a proposed distribution, registered pursuant to the Securities Act, in which securities of the Company are sold to the public through one or more underwriters (an "Underwritten Offering") to permit Executive to include therein all Registrable Securities requested to be so included on the same terms and conditions as any proposed securities of the Company included therein (other than the indemnification by the Executive, which will be limited as set forth in Section 13(f)(ii) hereof). Notwithstanding the foregoing, if the managing underwriter or underwriters of such Underwritten Offering of Common Units included in an Underwritten Offering involving Included Registrable Securities advises Executive to the Partnership effect that the total amount of Common Units securities that Executive and the Selling Holders and any other Persons intend Company propose to include in such Underwritten Offering is such as to materially and adversely affect the success of such offering exceeds (such permitted number of Registrable Securities, if any, are referred to as the number that can be sold "Permitted Number of Registrable Securities"), then the Company will include in such offering without being likely to have an adverse effect on the priceregistration (i) first, timing or distribution 100% of the Common Units offered or Stock that any party entitled to include shares of Common Stock in such registration under that certain Amended and Restated Registration Rights Agreement dated as of November 16, 2000 by and between the market for Company, GE Capital Equity Investments, Inc., National Broadcasting Company, Inc. and certain other parties proposes to sell, (ii) second, 100% of the Common UnitsStock that the Company proposes to sell, then and (iii) third, to the Common Units extent of the number of Registrable Securities requested to be included in such Underwritten Offering shall include registration which, with the advice of such managing underwriter, can be sold without having the adverse effect referred to above, the number of Registrable Securities that which the Executive has requested to be included in such Managing Underwriter or Underwriters advises the Partnership can be sold without having registration, such adverse effect, with such number amount to be allocated (i) first, to the Partnership and (ii) second, pro rata among the Selling Holders who have requested participation in such Underwritten Offering and any other holder all requesting holders of securities of the Partnership having rights of registration that are neither expressly senior nor subordinated Company eligible to the Registrable Securities (the “Parity Securities”). The pro rata allocations for each Selling Holder who has requested participation be included in such Underwritten Offering shall be registration statement on the product basis of (a) the aggregate relative number of Registrable Securities proposed to be sold in then held by each such Underwritten Offering multiplied by (b) the fraction derived by dividing (x) the number of Registrable Securities owned on the Closing Date by such Selling Holder by (y) the aggregate number of Registrable Securities owned on the Closing Date by all Selling Holders plus the aggregate number of Parity Securities owned on the Closing Date by all holders of Parity Securities that are participating in the Underwritten Offeringholder.

Priority. If the Managing Underwriter or Underwriters managing underwriter for a Demand Registration that involves an underwritten offering shall advise the Company that, in its opinion, the inclusion of any proposed Underwritten Offering of Common Units included in an Underwritten Offering involving Included Registrable Securities advises the Partnership that the total amount of Common Units that the Selling Holders and any other Persons intend shares of capital stock to include in such offering exceeds the number that can be sold in such offering without being likely to have an adverse effect on for the price, timing Company’s account or distribution the account of Holders that did not initiate the Demand Registration would adversely affect the success of the Common Units offered or the market offering for the Common Unitsselling Holders, then the Common Units number of shares of capital stock to be included sold for the Company’s account or the account of such non-initiating Holders shall be reduced (and may be reduced to zero) in accordance with the managing underwriter’s recommendation. In the event of such Underwritten Offering shall include reduction, the number of Registrable Securities that included in such Managing Underwriter or Underwriters advises the Partnership can registration shall be sold without having such adverse effect, with such number to be allocated determined by giving (i) first, to the Partnership and (ii) second, pro rata among the Selling Holders who have requested participation in such Underwritten Offering and any other holder of securities of the Partnership having rights of registration that are neither expressly senior nor subordinated first priority to the Registrable Securities owned by the Holders that initiated the Demand Registration (which shall not be reduced), (ii) second priority to the “Parity Securities”Registrable Securities owned by the Holders that did not initiate the Demand Registration, allocated if necessary prorata among all such Holders, and (iii) third priority to the securities sought to be included by the Company and by the Holders pursuant to their Piggyback Registration Rights pursuant to Section 3. No registration effected under Section 3 shall be deemed a Demand Registration. If no Registrable Securities of a Holder in category (ii) above are cut back, a Demand Registration shall be deemed to have been requested by such Holder for purposes of Section 2(B). The pro rata allocations for each Selling If any Registrable Securities of a Holder who has requested participation in such Underwritten Offering category (i) or (ii) above are cut back, no Demand Registration shall be the product deemed to have been requested by such Holder for purposes of (aSection 2(B) the aggregate number of and such Holder may elect to withdraw its Registrable Securities proposed from the registration; provided, however, that such withdrawal election shall be irrevocable and, after making a withdrawal election, a Holder shall no longer have any right to be sold include Registrable Securities in the registration as to which such Underwritten Offering multiplied by (b) the fraction derived by dividing (x) withdrawal election was made. If any such withdrawal election is made, the number of Registrable Securities owned on included in the Closing Date registration shall be increased by such Selling Holder by (y) the aggregate number lesser of the amount of Registrable Securities owned on the Closing Date by all Selling Holders plus withdrawn and the aggregate number amount of Parity Registrable Securities owned on cut back pursuant to this Section 2(D), and in accordance with the Closing Date priority provided by all holders of Parity Securities that are participating in the Underwritten Offeringthis Section 2(D).

Priority. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering of Common Units included in an Underwritten Offering involving Included Registrable Securities advises the Partnership that the total amount of Common Units that the Selling Holders and any other Persons 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 Units offered or the market for the Common Units, then the Common Units to be included in such Underwritten Offering shall include the number of Registrable Securities Common Units that such Managing Underwriter or Underwriters advises the Partnership can be sold without having such adverse effect, with such number to be allocated (i) first, to the Partnership and (ii) second, pro rata among the Selling Holders and any other Persons who have been or are granted registration rights on or after the date of this Agreement (including the General Partner, “Other Holders”) who have requested participation in the Piggyback Offering (based, for each such Underwritten Offering and any other holder of securities of Selling Holder or Other Holder, on the Partnership having rights of registration that are neither expressly senior nor subordinated to the Registrable Securities (the “Parity Securities”). The pro rata allocations percentage computed, for each Selling Holder who has requested participation in such Underwritten Offering shall be the product of (a) the aggregate number of Registrable Securities proposed to be sold in such Underwritten Offering multiplied by (b) or Other Holder, on the fraction derived by dividing (x) the number of Registrable Securities owned on the Closing Date Common Units proposed to be sold by such Selling Holder or Other Holder, as applicable, in such Underwritten Offering by (y) the aggregate number of Registrable Securities owned on the Closing Date Common Units proposed to be sold by all Selling Holders plus the aggregate number of Parity Securities owned on the Closing Date by all holders of Parity Securities that are participating or Other Holders, as applicable, in the such Underwritten Offering). As of the date of execution of this Agreement, there are no other Persons with Registration Rights relating to the Common Units or the Class B Units other than pursuant to this Agreement and Section 7.12 of the Partnership Agreement.

Priority. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering of Common Units included in an Underwritten Offering involving Included Registrable Securities advises the Partnership that the total amount of Common Units Registrable Securities that the Selling Holders and any other Persons 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 Units offered or the market for the Common Units, then the Common Units to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advises the Partnership can be sold without having such adverse effect, with such number to be allocated (i) first, to the Partnership and the General Partner and its Affiliates (as defined in the Partnership Agreement) and (ii) second, pro rata among the Selling Holders who have requested participation in such Underwritten Offering and any other holder of securities of the Partnership having rights of registration that are neither expressly senior nor subordinated to on parity with the Registrable Securities (the “Parity Securities”). The pro rata allocations for each Selling Holder who has have requested participation in such Underwritten Offering shall be the product of (a) the aggregate number of Registrable Securities proposed to be sold by all Selling Holders in such Underwritten Offering multiplied by (b) the fraction derived by dividing (x) the number of Registrable Securities owned on the Closing Date by such Selling Holder by (y) the aggregate number of Registrable Securities owned on the Closing Date by all Selling Holders plus the aggregate number of Parity Securities owned on the Closing Date by all and holders of Parity Securities that are participating in the Underwritten Offering.

Priority. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering of Common Units included in an Underwritten Offering involving Included Registrable Securities advises advise the Partnership that the total amount of Common Units Registrable Securities that the Selling Holders and any other Persons 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 Units offered or the market for the Common Units, then the Common Units to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advises advise the Partnership can be sold without having such adverse effect, with such number to be allocated (i) first, to the Partnership and Partnership, (ii) second, to Teekay Corporation (“Teekay”) and its Affiliates pursuant to any registration rights existing as of the date of this Agreement, (iii) third, to any other holders of securities selling pursuant to the terms of Existing Registration Rights Agreements (each, an “Existing Rights Holder”), on the percentage derived by dividing (x) the number of securities proposed to be sold by such Existing Rights Holder by (y) the aggregate number of securities proposed to be sold by all Existing Rights Holders, in the aggregate, and (iv) fourth, pro rata among the Selling Holders who have requested participation in such Underwritten Offering and any other holder of securities of the Partnership (other than Teekay and its Affiliates or the Existing Rights Holders) having rights of registration that are neither expressly senior nor subordinated to the Holders in respect of the Registrable Securities (the “Parity Securities”). The pro rata allocations pursuant to clause (iv) above for each Selling Holder who has requested participation in such Underwritten Offering shall be the product of (a) the aggregate number of Registrable Securities proposed to be sold in such Underwritten Offering multiplied by (b) the fraction derived by dividing (x) the number of Registrable Securities owned on the Closing Date by such Selling Holder by (y) the aggregate number of Registrable Securities owned on the Closing Date by all Selling Holders who have requested participation in such Underwritten Offering plus the aggregate number of Parity Securities owned on the Closing Date by all holders of Parity Securities that are participating in the Underwritten Offering.

Priority. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering of Common Units included in an Underwritten Offering Stock involving Included Registrable Securities pursuant to this Section 2.02 advises the Partnership Company that the total amount of Common Units Stock that the Selling Holders and any other Persons intend to include in such offering exceeds the number of shares of Common Stock that can be sold in such offering without being likely to have an adverse effect on the price, timing or distribution of the Common Units Stock offered or the market for the Common UnitsStock, then the Common Units Stock to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advises the Partnership Company can be sold without having such adverse effect, with such number to be allocated (i) if in a Company initiated registration, (A) first, to the Partnership Company and (iiB) second, pro rata among to the Selling Holders who have requested participation in such Underwritten Offering and any the other holder holders of securities Common Stock (other than Eligible Holders and as otherwise already allocated in this section) with registration rights entitling them to participate in such Underwritten Offering, allocated among such holders pro rata on the basis of the Partnership having number of shares of Common Stock elected to be included in such offering or in such manner as they may agree and (ii) if in a registration initiated by another holder(s) with registration rights of other than pursuant to this Agreement, (A) first to such other holder(s), if required pursuant to such agreement governing the registration that are neither expressly senior nor subordinated rights for such other holder(s) and (B) second, to the Registrable Securities (Company, the “Parity Securities”). The pro rata allocations for each Selling Holder Holders who has have requested participation in such Underwritten Offering shall be and the product other holders of Common Stock (aother than Eligible Holders and as otherwise already allocated in this section) the aggregate number of Registrable Securities proposed with registration rights entitling them to be sold participate in such Underwritten Offering multiplied by (b) Offering, allocated among such holders pro rata on the fraction derived by dividing (x) basis of the number of Registrable Securities owned on shares of Common Stock elected to be included in such offering or in such manner as they may agree. For the Closing Date by such Selling Holder by (yavoidance of doubt, the priority set forth in this Section 2.02(b) the aggregate number of Registrable Securities owned on the Closing Date by all Selling Holders plus the aggregate number of Parity Securities owned on the Closing Date by all holders of Parity Securities that are participating shall not apply and shall have no effect in the Underwritten Offeringevent that a Holder exercises its rights pursuant to Section 2.03, which shall be governed exclusively by the provisions of Section 2.03.

Priority. If a registration under this Section 3.1 involves an underwritten offering and the Managing Underwriter or Underwriters managing underwriter(s) in its good faith judgment advises the Company that the number of any proposed Underwritten Offering of Common Units Registrable Securities requested to be included in an Underwritten Offering involving Included Registrable Securities advises the Partnership Registration Statement by the Requesting Holders exceeds the number of securities that can be sold without adversely affecting the total amount price, timing, distribution or sale of Common Units that securities in the Selling Holders and any other Persons intend offering (the “Underwriter’s Maximum Number”), the Company shall be required to include in such offering exceeds Registration Statement only such number of securities as is equal to the number that can be sold Underwriter’s Maximum Number and the Company and the Requesting Holders shall participate in such offering without being likely in the following order of priority: (i) First, the Company shall be obligated and required to have an adverse effect on include in the price, timing or distribution of the Common Units offered or the market for the Common Units, then the Common Units to be included in such Underwritten Offering shall include Registration Statement the number of Registrable Securities that such Managing Underwriter or Underwriters advises the Partnership can be sold without having such adverse effect, with such number Requesting Holder(s) have requested to be included in the Registration Statement and that does not exceed the Underwriter’s Maximum Number; provided, that if there are multiple Requesting Holders, the Registrable Securities to be included in the Registration Statement shall be allocated (i) firstamong all such Requesting Holders in proportion, as nearly as practicable, to the Partnership and (ii) second, pro rata among the Selling Holders who have requested participation in such Underwritten Offering and any other holder of securities of the Partnership having rights of registration that are neither expressly senior nor subordinated to the Registrable Securities (the “Parity Securities”). The pro rata allocations for each Selling Holder who has requested participation in such Underwritten Offering shall be the product of (a) the aggregate respective number of Registrable Securities proposed held by them on the date of the underlying Registration Demand. If any Requesting Holder would thus be entitled to include more Registrable Securities than it requested to be sold registered, the excess shall be allocated among other Requesting Holders pro rata in the manner described in the preceding sentence. (ii) Second, the Company shall be entitled to include in such Underwritten Offering multiplied by (b) the fraction derived by dividing (x) the Registration Statement such number of Registrable Securities owned on as the Closing Date by such Selling Holder by (y) Company proposes to offer and sell for its own account or the aggregate number account of Registrable Securities owned on any other Person to the Closing Date by all Selling Holders plus full extent of the aggregate number remaining portion of Parity Securities owned on the Closing Date by all holders of Parity Securities that are participating in the Underwritten Offering.Underwriter’s Maximum Number. Section 3.2

Priority. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering of Common Units included in connection with an Underwritten Offering involving Included Registrable Securities advises pursuant to this Section 2.03, the Partnership that Primary Managing Underwriter shall advise the total amount Company that, in its reasonable opinion, the number of Common Units that the Selling Holders securities requested and any other Persons intend otherwise proposed to include be included in such offering Underwritten Offering, including pursuant to the Preferred Stock Registration Rights Agreement or the EF Registration Rights Agreement or the Leucadia Registration Rights Agreement, exceeds the number that can be sold in such offering without being likely to have having an adverse effect on the price, timing or distribution of the Common Units offered or the market for the Common UnitsAdverse Effect, then the Common Units to be included Company shall include in such Underwritten Offering shall include the number of Registrable Securities that such Primary Managing Underwriter or Underwriters advises the Partnership Company can be sold without having such adverse effectAdverse Effect, with such number to be allocated (i) first, to the Partnership and Company, (ii) second, to the Selling Holders, as defined in and pursuant to the Leucadia Registration Rights Agreement, to the Selling Holders, as defined in and pursuant to the Preferred Stock Registration Rights Agreement and to the Selling Holders hereunder, pro rata based on the relative number of Registrable Securities (as defined herein or in the Leucadia Registration Rights Agreement or the Preferred Stock Registration Rights Agreement, as applicable) proposed to be offered and sold by such Selling Holders, and (iii) thereafter, to any holders of registration rights; and fourth, second, and if any, the number of included Registrable Securities that, in the opinion of such Primary Managing Underwriter, can be sold without having such Adverse Effect, with such number to be allocated pro rata among the Selling Holders who that have requested participation to participate in such Underwritten Offering and any other holder of securities of based on the Partnership having rights of registration that are neither expressly senior nor subordinated to the Registrable Securities (the “Parity Securities”). The pro rata allocations for each Selling Holder who has requested participation in such Underwritten Offering shall be the product of (a) the aggregate relative number of Registrable Securities proposed then held by each such Holder (provided that any securities thereby allocated to a Holder that exceed such Holder’s request shall be sold reallocated among the remaining requesting Holders in such Underwritten Offering multiplied by (b) the fraction derived by dividing (x) the number of Registrable Securities owned on the Closing Date by such Selling Holder by (y) the aggregate number of Registrable Securities owned on the Closing Date by all Selling Holders plus the aggregate number of Parity Securities owned on the Closing Date by all holders of Parity Securities that are participating in the Underwritten Offeringlike manner).

Priority. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering of Common Units included in connection with an Underwritten Offering involving Included Registrable Securities advises pursuant to this Section 1.4, the Partnership that Primary Managing Underwriter shall advise the total amount Company that, in its reasonable opinion, the number of Common Units that the Selling Holders securities requested and any other Persons intend otherwise proposed to include be included in such offering Underwritten Offering, including pursuant to the Existing Registration Rights Agreements, exceeds the number that can be sold in such offering without being likely to have having an adverse effect on the price, timing or distribution of the Common Units offered or the market for the Common UnitsAdverse Effect, then the Common Units to be included Company shall include in such Underwritten Offering shall include the number of Registrable Securities that such Primary Managing Underwriter or Underwriters advises the Partnership Company can be sold without having such adverse effectAdverse Effect, with such number to be allocated (i) first, to the Partnership and Company, (ii) second, to the Selling Holders, as defined in and pursuant to the Leucadia Registration Rights Agreement, to the Selling Holders, as defined in and pursuant to the Battlecat Registration Rights Agreement, and to the Selling Holders hereunder, pro rata based on the relative number of Registrable Securities (as defined herein or in the Leucadia Registration Rights Agreement or the Battlecat Registration Rights Agreement, as applicable) proposed to be offered and sold by such Selling Holders, and (iii) thereafter, to any holders of registration rights; and fourth, second, and if any, the number of included Registrable Securities that, in the opinion of such Primary Managing Underwriter, can be sold without having such Adverse Effect, with such number to be allocated pro rata among the Selling Holders who that have requested participation to participate in such Underwritten Offering and any other holder of securities of based on the Partnership having rights of registration that are neither expressly senior nor subordinated to the Registrable Securities (the “Parity Securities”). The pro rata allocations for each Selling Holder who has requested participation in such Underwritten Offering shall be the product of (a) the aggregate relative number of Registrable Securities proposed then held by each such Holder (provided that any securities thereby allocated to a Holder that exceed such Holder’s request shall be sold reallocated among the remaining requesting Holders in such Underwritten Offering multiplied by (b) the fraction derived by dividing (x) the number of Registrable Securities owned on the Closing Date by such Selling Holder by (y) the aggregate number of Registrable Securities owned on the Closing Date by all Selling Holders plus the aggregate number of Parity Securities owned on the Closing Date by all holders of Parity Securities that are participating in the Underwritten Offeringlike manner).

Priority. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering of Common Units included in managing underwriter for a registration involving an Underwritten Offering involving Included Registrable Securities underwritten offering advises the Partnership that the total amount of Common Units that the Selling Holders and any other Persons intend to include Purchaser in such offering exceeds writing that, in its good faith judgment, the number that can be sold in such offering without being likely to have an adverse effect on the price, timing or distribution of securities of the Common Units offered or the market for the Common UnitsPurchaser (including without limitation, then the Common Units Consideration Shares) requested to be included in such Underwritten Offering shall include registration by the holders thereof exceeds the number of Registrable Securities that such Managing Underwriter or Underwriters advises securities of the Partnership Purchaser (the "Sale Number") which can be sold without having in an orderly manner in such adverse effectoffering within a price range acceptable to the Purchaser, with such the Purchaser will include (a) first, all securities of the Purchaser that the Purchaser proposes to register for its own account, and (b) second, to the extent that the number of securities of the Purchaser to be allocated included by the Purchaser is less than the Sale Number, a number of the Consideration Shares equal to the number derived by multiplying (i) firstthe difference between the Sale Number and the securities proposed to be sold by the Purchaser, to the Partnership and (ii) seconda fraction the numerator of which is the number of Consideration Shares originally requested to be registered by the Vendor, pro rata among and the Selling Holders who have requested participation in such Underwritten Offering and any other holder denominator of securities of the Partnership having rights of registration that are neither expressly senior nor subordinated to the Registrable Securities (the “Parity Securities”). The pro rata allocations for each Selling Holder who has requested participation in such Underwritten Offering which shall be the product of (a) the aggregate number of Registrable Securities proposed all securities requested to be sold in such Underwritten Offering multiplied by (b) the fraction derived by dividing (x) the number of Registrable Securities owned on the Closing Date by such Selling Holder by (y) the aggregate number of Registrable Securities owned on the Closing Date by all Selling Holders plus the aggregate number of Parity Securities owned on the Closing Date registered by all holders of Parity Securities the Purchaser's securities (other than securities being registered by the Purchaser itself). To the extent only a portion of the Consideration Shares are included in an underwritten offering, that portion of Consideration Shares originally requested to be registered by the Vendor which are participating thus excluded from such underwritten offering and any other securities of the Purchaser held by such Vendor shall be withheld from the market by the Vendor thereof for a period, not to exceed 180 days, which the managing underwriter reasonably determines is necessary in the Underwritten Offeringorder to effect such underwritten offering.

Priority. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering of Common Units included in an Underwritten Offering involving Included Registrable Securities advises the Partnership that the total amount of Common Units that the Selling Holders and any other Persons intend to include in such offering exceeds the number of Common Units that can be sold in such offering without being likely to have an adverse effect on the price, timing or distribution of the Common Units offered or the market for the Common Units, then the Common Units to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advises the Partnership can be sold without having such adverse effect, with such number to be allocated (i) first, to the Partnership and (ii) second, pro rata among the Selling Holders who have requested participation in such Underwritten Offering and any other holder of securities of the Partnership having rights of registration that are neither expressly senior nor subordinated to the Registrable Securities (the “Parity Securities”). The pro rata allocations for each Selling Holder who has requested participation in such Underwritten Offering shall be the product of (a) the aggregate number of Registrable Securities proposed to be sold in such Underwritten Offering multiplied by (b) the fraction derived by dividing (x) the number of Registrable Securities owned on the Closing Date by such Selling Holder by (y) the aggregate number of Registrable Securities owned on the Closing Date by all Selling Holders plus the aggregate number of Parity Securities owned on the Closing Date by all holders of Parity Securities that are participating in the Underwritten Offering.

Priority. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering of Common Units included in an Underwritten Offering involving Included Registrable Securities advises the Partnership that the total amount of Common Units Registrable Securities that the Selling Holders and any other Persons 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 Units offered or the market for the Common Units, then the Common Units to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advises the Partnership can be sold without having such adverse effect, with such number to be allocated (i) first, to the Partnership and (ii) second, pro rata among the Selling Holders who have requested participation in such Underwritten Offering and any other holder of securities of the Partnership having rights of registration that are neither expressly senior nor subordinated to the Registrable Securities (the “Parity Securities”). The pro rata allocations for each Selling Holder who has requested participation in such Underwritten Offering shall be the product of (ai) the aggregate number of Registrable Securities proposed to be sold in such Underwritten Offering multiplied by (bii) the fraction derived by dividing (x) the number of Registrable Securities owned on the Closing Execution Date by such Selling Holder by (y) the aggregate number of Registrable Securities owned on the Closing Execution Date by all the Selling Holders plus the aggregate number of Parity Securities owned on the Closing Execution Date by all holders of Parity Securities that are participating in the Underwritten Offering.

Priority. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering of Common Units included in an Underwritten Offering involving Included Registrable Securities advises advise the Partnership Company that the total amount of Common Units Registrable Securities that the Selling Holders and any other Persons 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 Units Shares offered or the market for the Common UnitsShares, then the Common Units Shares to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advises advise the Partnership Company can be sold without having such adverse effect, with such number to be allocated (i) first, to the Partnership and Company, (ii) second, to Affiliates of the Company pursuant to any registration rights existing as of the date of this Agreement and (iii) third, pro rata among the Selling Holders who have requested participation in such Underwritten Offering and any other holder of securities of the Partnership Company (other than Affiliates of the Company) having rights of registration that are neither expressly senior nor subordinated to the Registrable Securities (the “Parity Securities”). The pro rata allocations pursuant to clause (iii) above for each Selling Holder who has requested participation in such Underwritten Offering shall be the product of (a) the aggregate number of Registrable Securities proposed to be sold in such Underwritten Offering multiplied by (b) the fraction derived by dividing (x) the number of Registrable Securities owned on the Closing Date by such Selling Holder by (y) the aggregate number of Registrable Securities owned on the Closing Date by all Selling Holders who have requested participation in such Underwritten Offering plus the aggregate number of Parity Securities owned on the Closing Date by all holders of Parity Securities that are participating in the Underwritten Offering.

Priority. If Other than situations described in Section 2.01 and Section 2.04 of this Agreement, if the Managing Underwriter or Underwriters of any proposed Underwritten Offering of Common Units included in an Underwritten Offering involving Included Registrable Securities advises the Partnership that the total amount of Common Units that the Selling Holders and any other Persons 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 Units offered or the market for the Common Units, then the Common Units to be included in such Underwritten Offering shall include the number of Common Unit Registrable Securities that such Managing Underwriter or Underwriters advises the Partnership can be sold without having such adverse effect, with such number to be allocated (i) first, to the Partnership and Partnership, (ii) second, to Teekay Corporation (“Teekay”) and its Affiliates pursuant to any registration rights existing as of the date of this Agreement, and (iii) third, pro rata among the Selling Holders who have requested participation in such Underwritten Offering and any other holder of securities of the Partnership (other than Teekay and its Affiliates) having rights of registration that are neither expressly senior nor subordinated to the Holders in respect of the Common Unit Registrable Securities (the “Parity Securities”). The pro rata allocations for each Selling Holder ) who has have requested participation in such Underwritten Offering shall Offering, based, for each Selling Holder and each other holder of Parity Securities, on the percentage derived by dividing (A) the number of Common Unit Registrable Securities proposed to be sold, in the product aggregate, by all Selling Holders or such other holder of Parity Securities by (aB) the aggregate number of Common Unit Registrable Securities proposed to be sold sold, in such Underwritten Offering multiplied by (b) the fraction derived by dividing (x) the number of Registrable Securities owned on the Closing Date by such Selling Holder by (y) the aggregate number of Registrable Securities owned on the Closing Date aggregate, by all Selling Holders plus and the aggregate number of Parity Securities owned on the Closing Date by all holders of Parity Securities that are participating in the Underwritten OfferingSecurities.

Priority. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering of Common Units included in an Underwritten Offering involving Included Registrable Securities advises the Partnership that the total amount of Common Units that the Selling Holders and any other Persons intend to include in such offering exceeds the number that can be sold in such offering without being likely to have an a material adverse effect on the price, timing or distribution of the Common Units offered or the market for the Common Units, then the Common Units to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advises the Partnership can be sold without having such adverse effect, with such number to be allocated (i) first, to the Partnership and (ii) second, pro rata among the Selling Holders party to this Agreement and any other Persons who have been or are granted registration rights prior to or after the date of this Agreement (including the General Partner, “Other Holders”), in each case, who have requested participation in such Underwritten Offering and any other holder of securities of the Partnership having rights of registration that are neither expressly senior nor subordinated to the Registrable Securities (the “Parity Securities”)Offering. The pro rata allocations for each such Selling Holder who has requested participation in such Underwritten Offering shall be the product of (a) the aggregate number of Registrable Securities Common Units proposed to be sold by all Selling Holders and Other Holders in such Underwritten Offering multiplied by (b) the fraction derived by dividing (x) the number of Registrable Securities Common Units owned on the Closing Date Registration Deadline by such Selling Holder or Other Holder by (y) the aggregate number of Registrable Securities Common Units owned on the Closing Date by all Selling Holders plus the aggregate number of Parity Securities owned on the Closing Date by all holders of Parity Securities that are and Other Holders participating in the Underwritten Offering.

Priority. If a registration under this Section 3.2 involves an underwritten offering and the Managing Underwriter or Underwriters managing underwriter(s) in its good faith judgment advises the Company that the number of any proposed Underwritten Offering of Common Units Registrable Securities requested to be included in an Underwritten Offering involving Included Registrable Securities advises the Partnership that Registration Statement by the total amount of Common Units that Requesting Holders exceeds the Selling Holders and any other Persons intend Underwriter’s Maximum Number, the Company shall be required to include in such offering exceeds Registration Statement only such number of Registrable Securities as is equal to the number that can be sold Underwriter’s Maximum Number and the Company and the Requesting Holders shall participate in such offering without being likely in the following order of priority: (i) First, the Company shall be entitled to have an adverse effect on include in such Registration Statement the priceRegistrable Securities that the Company proposes to offer and sell for its own account in such registration and that does not exceed the Underwriter’s Maximum Number. (ii) Second, timing or distribution the Company shall be obligated and required to include in such Registration Statement that number of Registrable Securities that the Common Units offered or the market for the Common UnitsRequesting Holders have, then the Common Units collectively, requested to be included in such Underwritten Offering offering, to the full extent of the remaining portion of the Underwriter’s Maximum Number; provided, that if such number of Registrable Securities exceeds the remaining portion of the Underwriter’s Maximum Number, the Registrable Securities to be included in such offering shall be allocated among all of the Requesting Holders, in proportion, as nearly as practicable, to the respective number of Registrable Securities held by them on the date of the underlying Piggyback Registration Notice. If any Requesting Holder would thus be entitled to include more Registrable Securities than it requested to be registered, the excess shall be allocated among other Requesting Holders pro rata in the manner described in the preceding sentence. (iii) Third, the Company shall be entitled to include in such Registration Statement that number of Registrable Securities that such Managing Underwriter or Underwriters advises the Partnership can be sold without having such adverse effect, with such number Company proposes to be allocated (i) firstoffer and sell for the account of any other Person, to the Partnership and (ii) second, pro rata among the Selling Holders who have requested participation in such Underwritten Offering and full extent of any other holder of securities remaining portion of the Partnership having rights of registration that are neither expressly senior nor subordinated to the Registrable Securities (the “Parity Securities”)Underwriter’s Maximum Number. The pro rata allocations for each Selling Holder who has requested participation in such Underwritten Offering shall be the product of (a) the aggregate number of Registrable Securities proposed to be sold in such Underwritten Offering multiplied by (b) the fraction derived by dividing (x) the number of Registrable Securities owned on the Closing Date by such Selling Holder by (y) the aggregate number of Registrable Securities owned on the Closing Date by all Selling Holders plus the aggregate number of Parity Securities owned on the Closing Date by all holders of Parity Securities that are participating in the Underwritten Offering.13 WEIL:\97487965\11\40631.0007

Priority. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering of Common Units included in an Underwritten Offering involving Included Registrable Securities advises the Partnership that the total amount of Common Units Registrable Securities that the Selling Holders and any other Persons intend to include in such offering exceeds the number that can be sold in such offering without being likely to have an a material adverse effect on the price, timing or distribution of the Common Units offered or the market for the Common Units, then the Common Units to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advises the Partnership can be sold without having such adverse effect, with such number to be allocated (i) first, to the Partnership and Partnership, (ii) second, pro rata among the Selling Holders who have requested participation in such Underwritten Offering and any other holder holders of securities of the Partnership having registration rights of pari passu with the Purchasers’ registration rights that are neither expressly senior nor subordinated to described in Schedule 3.02(g) of the Registrable Securities Purchase Agreement, and (iii) third, any other holder of securities of the “Parity Securities”)Partnership, including the General Partner and its Affiliates. The pro rata allocations for each Selling Holder who has have requested participation in such Underwritten Offering shall be the product of (a) the aggregate number of Registrable Securities proposed to be sold by all Selling Holders in such Underwritten Offering multiplied by (b) the fraction derived by dividing (x) the number of Registrable Securities owned on the Closing Date by such Selling Holder by (y) the aggregate number of Registrable Securities owned on the Closing Date by all Selling Holders plus the aggregate number of Parity Securities owned on the Closing Date by all holders of Parity Securities that are participating in the Underwritten Offering. All participating Selling Holders shall have the opportunity to share pro rata that portion of such priority allocable to any Selling Holder(s) not so participating.

Priority. If Notwithstanding the Managing Underwriter or Underwriters foregoing, if the registration pursuant to this Paragraph 2 involves an underwritten offering and the managing underwriter advises the Company in writing that the number of any proposed Underwritten Offering shares of Common Units included in an Underwritten Offering involving Included Registrable Securities advises desired to be offered by the Partnership that Company or Securityholders other than the total amount Demand Holder (the "Other Sellers") together with the Registration Demand Securities of Common Units that the Selling Holders and any other Persons intend to include in such offering Demand Holder exceeds the maximum number that can of such shares which the managing underwriter considers, in good faith, to be sold in such offering appropriate based on market conditions and other relevant factors (including, without being likely to have an adverse effect on limitation, pricing) (the price, timing or distribution of the Common Units offered or the market for the Common Units"Maximum Number"), then the Common Units securities proposed to be included by the Company shall be excluded from such registration before any such securities of the Demand Holder or the Other Sellers. If, and to the extent that, after exclusion of the securities proposed to be included by the Company, the Registration Demand Securities proposed to be included by the Demand Holder and the securities proposed to be included by the Other Sellers exceeds the Maximum Number, then the Registration Demand Securities proposed to be included by the Demand Holder and the securities proposed to be included by the Other Sellers that may be included in the underwriting shall be allocated among all Securityholders thereof, including the Demand Holder, in proportion (as nearly as practicable) to the amount of Registrable Securities owned by each Securityholder; provided, however, that the number of Registration Demand Securities to be included in such Underwritten Offering shall include the number underwriting is not reduced below thirty-five percent (35%) percent of Registrable Securities that such Managing Underwriter or Underwriters advises the Partnership can be sold without having such adverse effect, with such number to be allocated (i) first, to the Partnership and (ii) second, pro rata among the Selling Holders who have requested participation in such Underwritten Offering and any other holder of securities of the Partnership having rights of registration that are neither expressly senior nor subordinated to the Registrable Securities (the “Parity Securities”). The pro rata allocations for each Selling Holder who has requested participation in such Underwritten Offering shall be the product of (a) the aggregate number of Registrable Registration Demand Securities proposed for which inclusion has been requested by the Demand Holder. Each of the Demand Holder, the Other Sellers and the Company (in the event that any securities are to be sold in offered by the Company) may withdraw from any demand registration pursuant to this Paragraph 2 by giving written notice to the Company prior to the effective date of such Underwritten Offering multiplied by (b) the fraction derived by dividing (x) the number of Registrable Securities owned on the Closing Date by such Selling Holder by (y) the aggregate number of Registrable Securities owned on the Closing Date by all Selling Holders plus the aggregate number of Parity Securities owned on the Closing Date by all holders of Parity Securities that are participating registration statement and, in the Underwritten Offeringevent of a withdrawal by the Demand Holder, such withdrawn Demand Registration shall not be deemed to be a Demand Registration counting against the maximum of two Demand Registrations set forth in Paragraph 2(a) if the Demand Holder pays or promptly reimburses the Company for all Registration Expenses incurred by the Company in connection with such withdrawn Demand Registration.