Common use of Demand Rights Clause in Contracts

Demand Rights. (a) The Unitholders shall have the right, at any time from time to time, to elect to include, other than pursuant to Section 2.01 of this Agreement, at least an aggregate of $50 million of Registrable Securities (calculated based on the Common Unit Price times the number of Registrable Securities on the date Crestwood receives an Underwritten Offering Notice) under a registration statement pursuant to an Underwritten Offering (a “Demand Offering”), pursuant to and subject to the conditions of this Section 3.02(a) of this Agreement, exercisable by delivery of a written notice to Crestwood (an “Underwritten Offering Notice”). Each Underwritten Offering Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Demand Offering and the expected price range of Registrable Securities to be sold in such Underwritten Offering. The right to initiate a Demand Offering shall not be exercised (i) in respect of more than three Underwritten Offerings or (ii) more than once in any 90-day period. Upon the delivery to Crestwood of any Underwritten Offering Notice, Crestwood shall be obligated to retain underwriters in order to permit the Unitholders to effect such sale through an Underwritten Offering as promptly as practicable after an Underwritten Offering Notice (but in no event more than 30 calendar days after the delivery of such Underwritten Offering Notice). In connection with any Underwritten Offering (including any Block Trade) under this Section 3.02, the Unitholders shall be entitled to select the Managing Underwriter or Underwriters for such Underwritten Offering, subject to the consent of Crestwood not to be unreasonably withheld, delayed or conditioned.

Demand Rights. Subject to the terms and conditions of this Agreement (a) The Unitholders shall have the rightincluding Section 2.1(b)), at any time from upon written notice delivered by a Registration Party (a “Demand”) at any time to time, to elect to include, other than pursuant to Section 2.01 of this Agreement, at least an aggregate of $50 million of Registrable Securities (calculated based on requesting that the Common Unit Price times Company effect the number of Registrable Securities on the date Crestwood receives an Underwritten Offering Notice) under a registration statement pursuant to an Underwritten Offering (a “Demand OfferingRegistration”)) under the Securities Act of any or all of the Registrable Securities held by such Registration Party, pursuant to and subject to the conditions of this Section 3.02(a) of this Agreement, exercisable by delivery of a written notice to Crestwood (an “Underwritten Offering Notice”). Each Underwritten Offering Notice which Demand shall specify the approximate number and type of Registrable Securities proposed to be sold in the Demand Offering and the expected price range of such Registrable Securities to be sold included in such Underwritten Offering. The right registration and the intended method or methods of disposition of such Registrable Securities, the Company shall, as promptly as reasonably practicable, give written notice of such Demand to initiate a Demand Offering shall not be exercised all other Registration Parties and shall, as promptly as reasonably practicable, at any time after the expiration or waiver of the lock-up agreements delivered pursuant to the underwriting agreement relating to the IPO, file the appropriate registration statement and use reasonable best efforts to effect the registration under the Securities Act and applicable state securities laws of (i) the Registrable Securities which the Company has been so requested to register for sale by such Registration Party in respect of more than three Underwritten Offerings or the Demand, and (ii) more than once all other Registrable Securities which the Company has been requested to register for sale by such other Registration Parties by written request given to the Company within 10 days after the giving of such written notice by the Company (which request shall specify the intended method of disposition of such Registrable Securities), in any 90-day period. Upon each case subject to Section 2.1(f), all to the delivery to Crestwood of any Underwritten Offering Notice, Crestwood shall be obligated to retain underwriters in order extent required to permit the Unitholders disposition (in accordance with such intended methods of disposition) of the Registrable Securities to effect be so registered for sale. Notwithstanding the foregoing, in the event the method of disposition is an underwritten offering, the right of any Registration Party to include Registrable Securities in such sale through an Underwritten Offering as promptly as practicable after an Underwritten Offering Notice (but registration shall be conditioned upon such Registration Party’s participation in no event more than 30 calendar days after such underwriting and the delivery inclusion of such Underwritten Offering Notice). In connection Registration Party’s Registrable Securities in the underwriting (unless otherwise agreed by the Registration Parties with any Underwritten Offering a majority of the Registrable Securities participating in the registration and by the requesting Registration Party) to the extent provided in this Agreement, and all Registration Parties proposing to distribute their Registrable Securities through such underwriting shall (including any Block Tradetogether with the Company as provided in Section 2.7) under this Section 3.02, enter into an underwriting agreement in customary form with the Unitholders shall be entitled to select the Managing Underwriter underwriter or Underwriters underwriters selected for such Underwritten Offering, subject to the consent of Crestwood not to be unreasonably withheld, delayed or conditionedunderwriting.

Demand Rights. (a) The Unitholders shall have Upon written request of the right, Apollo/Blackstone Shareholders made at any time from time (but subject to time, to elect to include, other than pursuant to Section 2.01 of this Agreement, at least an aggregate of $50 million the limitations on sales of Registrable Securities in the Shareholders Agreement), the Company shall, under the terms and subject to the conditions set forth in this Section 2.2, and Sections 2.4 and 2.5, file (calculated based on and use its reasonable efforts to cause to become effective) a registration statement covering, and use its reasonable efforts to qualify for sale under the Common Unit Price times blue sky or securities laws of the various states of the United States as may be requested by the Apollo/Blackstone Shareholders (except any such state in which, in the opinion of the managing underwriter of the offering, the failure to so qualify would not materially and adversely affect the proposed offering), in accordance with the intended method or methods of disposition set forth in that notice, of such number of Registrable Securities, as may be designated by the Apollo/Blackstone Shareholders in their request, or that portion thereof designated in said request for registration in each of the Designated Jurisdictions (as defined below). A request for registration under this Section 2.2 shall specify the number of shares to be registered, the jurisdictions in the United States in which such registration is to be effected (the "Designated Jurisdictions") and the proposed manner of sale, including the name and address of any proposed underwriter; provided, that all offerings contemplated by a request for registration under this Section 2.2 shall be underwritten offerings involving a distribution of Registrable Shares to the public in which reasonable efforts are made not to knowingly sell to any single buyer, acting individually or with others, who after such underwriting will own more than 9% of the Total Voting Power (as defined in the Shareholders Agreement) (any such buyer, "Significant Stockholder"), under circumstances in which it would reasonably be expected to not result in any person becoming a Significant Stockholder. The principal underwriter or underwriters for any such offering shall be selected by the Apollo/Blackstone Shareholders, subject to Company's approval, which may not be unreasonably withheld. Notwithstanding any other provision in this Section, the Apollo/Blackstone Shareholders shall not be permitted to make a demand for registration pursuant to this Section unless the number of Registrable Securities covered by such demand is at least 2,500,000 shares of Common Stock (as such number may be appropriately adjusted to reflect stock splits, reverse stock splits, dividends and any other recapitalization or reorganization of Company) or such lesser number of shares as would yield gross proceeds of not less than $50 million based on the average closing price of the Common Stock over the ten trading day period immediately preceding the date Crestwood receives an Underwritten Offering Notice) under a of the written request hereunder. No Shareholders other than the Apollo/Blackstone Shareholders and their Related Transferees shall have demand registration statement rights. If the distribution proposed to be effected pursuant to an Underwritten Offering (a “Demand Offering”), pursuant to and subject to the conditions of this Section 3.02(a) of this Agreement, exercisable by delivery of a written notice to Crestwood (2.2 involves an “Underwritten Offering Notice”). Each Underwritten Offering Notice shall specify the approximate number underwritten offering of Registrable Securities and securities of the Company other than Registrable Securities ("Other Securities"), and if the managing underwriter of such underwritten offering indicates in writing its reasonable belief that including all or part of such securities in the coverage of such registration statement will materially and adversely affect the sale of the securities proposed to be sold, then the number of securities proposed to be sold shall be reduced to the maximum number of securities specified by the managing underwriter. In such a case, first priority shall be afforded to Registrable Securities in accordance with the third and fourth paragraph of Section 2.1, and such Other Securities, subject to the limitations set forth in such third and fourth paragraphs. Company may delay the filing of any registration statement requested under this Section 2.2, or delay its effectiveness, for a reasonable period (but not longer than 90 days) if, in the Demand Offering and the expected price range sole judgment of Registrable Securities to be sold in such Underwritten Offering. The right to initiate a Demand Offering shall not be exercised Company's Board of Directors, (i) a delay is necessary in respect light of more than three Underwritten Offerings pending financing transactions, corporate reorganizations, or other major events involving Company, or (ii) more than once filing at the time requested would materially and adversely affect the business or prospects of Company in any 90-day periodview of disclosures that may be thereby required. Upon Once the delivery cause of the delay is eliminated, Company shall promptly notify the Apollo/Blackstone Shareholders and, promptly after Shareholders notify Company to Crestwood proceed, Company shall file a registration statement and begin performance of any Underwritten Offering Notice, Crestwood shall be obligated to retain underwriters in order to permit the Unitholders to effect such sale through an Underwritten Offering as promptly as practicable after an Underwritten Offering Notice (but in no event more than 30 calendar days after the delivery of such Underwritten Offering Notice). In connection with any Underwritten Offering (including any Block Trade) its other obligations under this Section 3.02, the Unitholders 2.2. The Apollo/Blackstone Shareholders shall be entitled to select request not more than nine registrations under this Section 2.2 (provided that the Managing Underwriter filing of a registration statement in more than one Designated Jurisdiction in connection with a concurrent or Underwriters substantially concurrent distribution shall be deemed for such Underwritten Offeringthe purposes of this Agreement to be a single registration). However, subject if the Apollo/Blackstone Shareholders request a registration under this Section 2.2, but no registration statement becomes effective with respect to the consent Registrable Securities covered by such request, then such request shall not count as a request for purposes of Crestwood determining the number of requests for registration the Apollo/Blackstone Shareholders may make under this Section 2.2. If there is an effective registration statement requested by the Apollo/Blackstone Shareholders pursuant to this Section 2.2, the Apollo/Blackstone Shareholders may require the Company to delay the filing of any registration statement relating to shares of Common Stock or delay its effectiveness, for a reasonable period (but not longer than 90 days) if, in the sole judgment of the Apollo/Blackstone Shareholders, a delay is necessary in order to be unreasonably withheldavoid materially and adversely affecting the disposition of Registrable Securities pursuant to the offering by the Shareholders; provided that the foregoing shall not limit the Company's right to file and have declared effective registration statements relating to shares of Common Stock issuable pursuant to employee benefit plans of the Company or any of its subsidiaries or issuable pursuant to a merger, delayed acquisition or conditionedsimilar transaction involving the Company or any of its subsidiaries.

Demand Rights. Subject to the terms and conditions of this Agreement (a) The Unitholders shall have the rightincluding Section 2.1(b)), at any time from after consummation of the IPO, upon written notice delivered by a Xxxxx Registration Party, a SL Registration Party or a Temasek Registration Party (a “Demand”) at any time to time, to elect to include, other than pursuant to Section 2.01 of this Agreement, at least an aggregate of $50 million of Registrable Securities (calculated based on requesting that the Common Unit Price times Company effect the number of Registrable Securities on the date Crestwood receives an Underwritten Offering Notice) under a registration statement pursuant to an Underwritten Offering (a “Demand OfferingRegistration”)) under the Securities Act of any or all of the Registrable Securities held by such Registration Party, pursuant to and subject to the conditions of this Section 3.02(a) of this Agreement, exercisable by delivery of a written notice to Crestwood (an “Underwritten Offering Notice”). Each Underwritten Offering Notice which Demand shall specify the approximate number and type of Registrable Securities proposed to be sold in the Demand Offering and the expected price range of such Registrable Securities to be sold included in such Underwritten Offering. The right registration and the intended method or methods of disposition of such Registrable Securities, the Company shall, as promptly as reasonably practicable, give written notice of such Demand to initiate a Demand Offering shall not be exercised all other Holders and shall, as promptly as reasonably practicable, at any time after the expiration or waiver of the lockup agreements delivered pursuant to the Underwriting Agreement, file the appropriate registration statement and use reasonable best efforts to effect the registration under the Securities Act and applicable state securities laws of (i) the Registrable Securities which the Company has been so requested to register for sale by such Registration Party in respect of more than three Underwritten Offerings or the Demand, and (ii) more than once all other Registrable Securities which the Company has been requested to register for sale by such other Holders by written request given to the Company within 20 days after the giving of such written notice by the Company (which request shall specify the intended method of disposition of such Registrable Securities), in any 90-day period. Upon each case subject to Section 2.1(f), all to the delivery to Crestwood of any Underwritten Offering Notice, Crestwood shall be obligated to retain underwriters in order extent required to permit the Unitholders disposition (in accordance with such intended methods of disposition) of the Registrable Securities to effect be so registered for sale. Notwithstanding the foregoing, in the event the method of disposition is an underwritten offering, the right of any Holder to include Registrable Securities in such sale through an Underwritten Offering as promptly as practicable after an Underwritten Offering Notice (but registration shall be conditioned upon such Holder’s participation in no event more than 30 calendar days after such underwriting and the delivery inclusion of such Underwritten Offering Notice). In connection Holder’s Registrable Securities in the underwriting (unless otherwise agreed by the Holders with any Underwritten Offering a majority of the Registrable Shares participating in the registration and by the requesting Registration Party) to the extent provided in this Agreement, and all Holders proposing to distribute their Registrable Shares through such underwriting shall (including any Block Tradetogether with the Company as provided in Section 2.7) under this Section 3.02, enter into an underwriting agreement in customary form with the Unitholders shall be entitled to select the Managing Underwriter underwriter or Underwriters underwriters selected for such Underwritten Offering, subject to the consent of Crestwood not to be unreasonably withheld, delayed or conditionedunderwriting.

Demand Rights. (a) The Unitholders shall have the right, Upon written request of a Shareholder (an "EXERCISING SHAREHOLDER") made at any time from time to time, to elect to includethe Company shall, other than pursuant to Section 2.01 of this Agreement, at least an aggregate of $50 million of Registrable Securities (calculated based on under the Common Unit Price times the number of Registrable Securities on the date Crestwood receives an Underwritten Offering Notice) under a registration statement pursuant to an Underwritten Offering (a “Demand Offering”), pursuant to terms and subject to the conditions of set forth in this Section 3.02(a2.2, and Sections 2.3 and 2.4, file (and use its reasonable efforts to cause to become effective) a registration statement covering, and use its reasonable efforts to qualify for sale under the blue sky or securities laws of this Agreementthe various states of the United States as may be requested by such Exercising Shareholder (except any such state in which, exercisable by delivery in the opinion of a written notice the managing underwriter of the offering, the failure to Crestwood (an “Underwritten Offering Notice”so qualify would not materially and adversely affect the proposed offering or in which the Company would be required to submit to general jurisdiction to effect such registration). Each Underwritten Offering Notice shall specify , in accordance with the approximate intended method or methods of disposition set forth in that notice, such number of Registrable Securities proposed to as may be sold designated by such Exercising Shareholder in its request (the "DEMAND SECURITIES"), or that portion thereof designated in said request for registration in each of the Designated Jurisdictions (as defined below). A request for registration under this Section 2.2 shall specify the number of Demand Offering and the expected price range of Registrable Securities to be sold registered, the jurisdictions in the United States in which such Underwritten Offeringregistration is to be effected (the "DESIGNATED JURISDICTIONS") and the proposed manner of sale, including the name and address of any proposed underwriter. The right to initiate a Demand Offering shall not be exercised (i) in respect of more than three Underwritten Offerings principal underwriter or (ii) more than once in underwriters for any 90-day period. Upon the delivery to Crestwood of any Underwritten Offering Notice, Crestwood such offering shall be obligated to retain underwriters in order to permit selected by the Unitholders to effect such sale through an Underwritten Offering as promptly as practicable after an Underwritten Offering Notice (but in no event more than 30 calendar days after the delivery of such Underwritten Offering Notice). In connection with any Underwritten Offering (including any Block Trade) under this Section 3.02, the Unitholders shall be entitled to select the Managing Underwriter or Underwriters for such Underwritten OfferingExercising Shareholder, subject to the consent Company's approval, which may not be unreasonably withheld or delayed. Notwithstanding any other provision in this Section, an Exercising Shareholder shall not be permitted to make a demand for registration pursuant to this Section unless the number of Crestwood not Demand Securities covered by such demand (together with the aggregate number of Specified Securities to be unreasonably withheldincluded in such registration pursuant to Section 2.1 hereof) is at least 12,500,000 shares of Common Stock (or securities convertible into such number of shares of Common Stock) (as such number may be appropriately adjusted to reflect stock splits, delayed reverse stock splits, dividends and any other recapitalization or conditionedreorganization of the Company) or such lesser number of shares as would yield gross proceeds of not less than $2 million based on the average closing price of the Common Stock over the ten trading day period immediately preceding the date of the written request hereunder.

Demand Rights. (a) The Unitholders shall have A Holder has the option and right, exercisable by providing written notice to the Partnership, to require the Partnership to prepare and file a registration statement under the Securities Act to permit the public resale of all Registrable Securities from time to time as permitted by Rule 415 (or any successor or similar provision adopted by the Commission then in effect) under the Securities Act, on the terms and conditions specified in this Section 2.01 (a “Shelf Registration Statement”); provided, however, that the right of a Holder (other than the Stonepeak Holder and its Affiliates) to request such filing shall expire at any time from time to time, to elect to include, other that such Holder and its Affiliates beneficially own less than pursuant to Section 2.01 of this Agreement, at least an aggregate of $50 million 5,000,000 of Registrable Securities (calculated based on the Common Unit Current Market Price times (as defined in the number Amended Partnership Agreement)) (the “Registration Threshold”). A Shelf Registration Statement filed pursuant to this Section 2.01 shall be on such registration form of Registrable the Commission as is permissible under the Securities Act; provided, however, that the Partnership shall not be required to file a Shelf Registration Statement on Form S-1 unless a Holder either delivers to the date Crestwood receives Partnership an Underwritten Offering NoticeNotice or an irrevocable election to convert Class B Preferred Units into Common Units in an amount not less than the Registration Threshold. The Partnership shall use commercially reasonable efforts to cause the Shelf Registration Statement filed pursuant to this Section 2.01(a) under a to become or be declared effective as soon as practicable thereafter, but in no event later than 210 calendar days after the notice is provided pursuant to the first sentence of this Section 2.01(a) (the “Target Effective Date”). The Shelf Registration Statement shall provide for the resale pursuant to any method or combination of methods legally available to, and requested by, the Holders covered by such Shelf Registration Statement, including by way of an Underwritten Offering. As soon as practicable following the date on which the Shelf Registration Statement becomes effective, but in any event within two (2) Business Days of such date, the Partnership will notify the Holders of the effectiveness of such Shelf Registration Statement. During the Effectiveness Period, the Partnership shall use commercially reasonable efforts to cause such Shelf Registration Statement filed pursuant to this Section 2.01(a) to remain effective, and to be supplemented and amended to the extent necessary to ensure that such Shelf Registration Statement is available or, if not available, that another registration statement is available for the resale of the Registrable Securities until all Registrable Securities have ceased to be Registrable Securities. When effective, a Shelf Registration Statement (including the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any prospectus contained in such Shelf Registration Statement, in the light of the circumstances under which a statement is made). The Partnership shall not include in a Shelf Registration Statement contemplated by this Section 2.01(a) any securities which are not Registrable Securities, other than Common Units that are to be offered and sold for the Partnership’s own account pursuant to an Underwritten Offering (a “Demand Offering”), pursuant to and subject to without the conditions prior written consent of this Section 3.02(a) of this Agreementthe Stonepeak Holder, exercisable by delivery of a written notice to Crestwood (an “Underwritten Offering Notice”). Each Underwritten Offering Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Demand Offering and the expected price range of Registrable Securities to be sold in such Underwritten Offering. The right to initiate a Demand Offering which consent shall not be exercised (i) in respect of more than three Underwritten Offerings unreasonably withheld or (ii) more than once in any 90-day period. Upon the delivery to Crestwood of any Underwritten Offering Notice, Crestwood shall be obligated to retain underwriters in order to permit the Unitholders to effect such sale through an Underwritten Offering as promptly as practicable after an Underwritten Offering Notice (but in no event more than 30 calendar days after the delivery of such Underwritten Offering Notice). In connection with any Underwritten Offering (including any Block Trade) under this Section 3.02, the Unitholders shall be entitled to select the Managing Underwriter or Underwriters for such Underwritten Offering, subject to the consent of Crestwood not to be unreasonably withheld, delayed or conditioneddelayed.

Demand Rights. (a) The Unitholders Unitholder shall have the right, at any time from time to time, to elect to include, other than pursuant to Section 2.01 3.01 of this Agreement, at least an aggregate of $50 million of Registrable Securities (calculated based on the Common Unit Price times the number of Registrable Securities on the date Crestwood receives an Underwritten Offering Notice) under a registration statement pursuant to an Underwritten Offering (a “Demand Offering”), pursuant to and subject to the conditions of this Section 3.02(a) of this Agreement, exercisable by delivery of a written notice to Crestwood (an “Underwritten Offering Notice”). Each Underwritten Offering Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Demand Offering and the expected price range of Registrable Securities to be sold in such Underwritten Offering. The right to initiate a Demand Offering shall not be exercised (i) in respect of more than three Underwritten Offerings or (ii) more than once in any 90-day period. Upon the delivery to Crestwood of any Underwritten Offering Notice, Crestwood shall be obligated to retain underwriters in order to permit the Unitholders to effect such sale through an Underwritten Offering as promptly as practicable after an Underwritten Offering Notice (but in no event more than 30 calendar days after the delivery of such Underwritten Offering Notice). In connection with any Underwritten Offering (including any Block Trade) under this Section 3.02, the Unitholders shall be entitled to select the Managing Underwriter or Underwriters for such Underwritten Offering, subject to the consent of Crestwood not to be unreasonably withheld, delayed or conditioned.

Demand Rights. In the event that, following the expiration of the applicable Lock-up Period, (ai) The Unitholders shall have Legacy Target Stockholders representing at least twenty-five (25%) in the rightaggregate of the Registrable Securities then-held by the Legacy Target Stockholders or (ii) the Sponsor Representative (acting on behalf of Sponsor or any Sponsor Holder), at any time from time to time, to elect to include, other than pursuant to Section 2.01 of this Agreement, at least an aggregate of $50 million dispose of Registrable Securities (calculated based on the Common Unit Price times the number of Registrable Securities on the date Crestwood receives an Underwritten Offering Notice) under a registration statement Registration Statement pursuant to an Underwritten Offering of all or part of such Registrable Securities that are registered by such Registration Statement and reasonably expect aggregate gross proceeds in excess of $25,000,000 (the “Minimum Amount”) from such Underwritten Offering, then the Company shall, upon the written demand of such Legacy Target Stockholders or the Sponsor Representative (each, a “Demand OfferingDemanding Holder” and, collectively, the “Demanding Holders”), pursuant to and subject enter into an underwriting agreement in a form as is customary in Underwritten Offerings of equity securities with the managing Underwriter or Underwriters selected by the Demanding Holders, which such Underwriter or Underwriters shall be reasonably acceptable to the conditions Company, and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of this Section 3.02(a) of this Agreementsuch Registrable Securities; provided, exercisable by delivery of a written notice however, that the Company shall have no obligation to Crestwood (an “Underwritten Offering Notice”). Each Underwritten Offering Notice shall specify the approximate number of Registrable Securities proposed to be sold facilitate or participate in the Demand Offering and the expected price range of Registrable Securities to be sold in such Underwritten Offering. The right to initiate a Demand Offering shall not be exercised more than (i) in respect of more than three (3) Underwritten Offerings at the request or demand of the Legacy Target Stockholders or (ii) more than once in two (2) Underwritten Offerings at the request or demand of the Sponsor Representative (acting on behalf of Sponsor or any 90-day period. Upon the delivery to Crestwood of any Underwritten Offering NoticeSponsor Holder); provided, Crestwood shall be obligated to retain underwriters in order to permit the Unitholders to effect such sale through further that if an Underwritten Offering is commenced but terminated prior to the pricing thereof for any reason, such Underwritten Offering will not be counted as promptly as practicable after an Underwritten Offering Notice (but in no event more than 30 calendar days after the delivery of such Underwritten Offering Notice). In connection with any Underwritten Offering (including any Block Trade) under pursuant to this Section 3.02, the Unitholders shall be entitled to select the Managing Underwriter or Underwriters for such Underwritten Offering, subject to the consent of Crestwood not to be unreasonably withheld, delayed or conditioned2.02.

Demand Rights. In the event that, following the expiration of the applicable lock-up period, (ai) The Unitholders shall have Legacy Target Stockholders representing at least twenty-five (25%) in the rightaggregate of the Registrable Securities then-held by the Legacy Target Stockholders or (ii) the Sponsor Representative (acting on behalf of Sponsor or any Sponsor Holder), at any time from time to time, to elect to include, other than pursuant to Section 2.01 of this Agreement, at least an aggregate of $50 million dispose of Registrable Securities (calculated based on the Common Unit Price times the number of Registrable Securities on the date Crestwood receives an Underwritten Offering Notice) under a registration statement Registration Statement pursuant to an Underwritten Offering of all or part of such Registrable Securities that are registered by such Registration Statement and reasonably expect aggregate gross proceeds in excess of $25,000,000 (the “Minimum Amount”) from such Underwritten Offering, then the Company shall, upon the written demand of such Legacy Target Stockholders or the Sponsor Representative (each, a “Demand OfferingDemanding Holder” and, collectively, the “Demanding Holders”), pursuant to and subject enter into an underwriting agreement in a form as is customary in Underwritten Offerings of equity securities with the managing Underwriter or Underwriters selected by the Demanding Holders, which such Underwriter or Underwriters shall be reasonably acceptable to the conditions Company, and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of this Section 3.02(a) of this Agreementsuch Registrable Securities; provided, exercisable by delivery of a written notice however, that the Company shall have no obligation to Crestwood (an “Underwritten Offering Notice”). Each Underwritten Offering Notice shall specify the approximate number of Registrable Securities proposed to be sold facilitate or participate in the Demand Offering and the expected price range of Registrable Securities to be sold in such Underwritten Offering. The right to initiate a Demand Offering shall not be exercised more than (i) in respect of more than three (3) Underwritten Offerings at the request or demand of the Legacy Target Stockholders or (ii) more than once in two (2) Underwritten Offerings at the request or demand of the Sponsor Representative (acting on behalf of Sponsor or any 90-day period. Upon the delivery to Crestwood of any Underwritten Offering NoticeSponsor Holder); provided, Crestwood shall be obligated to retain underwriters in order to permit the Unitholders to effect such sale through further that if an Underwritten Offering is commenced but terminated prior to the pricing thereof for any reason, such Underwritten Offering will not be counted as promptly as practicable after an Underwritten Offering Notice (but in no event more than 30 calendar days after the delivery of such Underwritten Offering Notice). In connection with any Underwritten Offering (including any Block Trade) under pursuant to this Section 3.02, the Unitholders shall be entitled to select the Managing Underwriter or Underwriters for such Underwritten Offering, subject to the consent of Crestwood not to be unreasonably withheld, delayed or conditioned2.02.

Demand Rights. (a) The Unitholders Holdings shall have the right, at any time from time to time, to elect to include, other than pursuant to Section 2.01 2.02 of this Agreement, at least an aggregate of $50 40.0 million of Registrable Securities (calculated based on the Common product of the CEQP Unit Price times the number of Registrable Securities on the date Crestwood receives an Underwritten Offering NoticeSecurities) under a registration statement pursuant to an Underwritten Offering (a “Demand Offering”), pursuant to and subject to the conditions of this Section 3.02(a) 2.03 of this Agreement, exercisable by delivery of a written notice to Crestwood (an “Underwritten Offering Notice”). Each Underwritten Offering Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Demand Offering and the expected price range of Registrable Securities to be sold in ; provided, however, that such Underwritten Offering. The right to initiate a Demand Offering shall not be exercised (i) in respect of more than three two Underwritten Offerings or (ii) more than once in any 90-180 day period, provided further, however, notwithstanding the foregoing, as of any date of determination, the aggregate number of Underwritten Offerings available as of such date shall be increased by one upon each occurrence of redemption of less than all of the Series A-2 Preferred Units then outstanding that are owned by Holdings in which CEQP Units are issued as consideration for all or a portion of such redemption pursuant to Section 4.06(c) of the Company Agreement. Upon the delivery to Crestwood of any Underwritten Offering Notice, Crestwood shall be obligated to retain underwriters in order to permit the Unitholders Holdings to effect such sale through an Underwritten Offering as promptly as practicable after an Underwritten Offering Notice (but in no event more than 30 calendar days after the delivery of such Underwritten Offering Notice)Offering. In connection with any Underwritten Offering (including any Block Trade) under this Section 3.022.03, the Unitholders Holdings shall be entitled to select the Managing Underwriter or Underwriters for such Underwritten Offering, subject to the consent of Crestwood not to be unreasonably withheld, delayed or conditioned.