Common use of Demand Rights Clause in Contracts

Demand Rights. (i) Any Holder shall have the option and right, exercisable by delivering written notice to the Company of its intention to distribute Registrable Securities by means of an Underwritten Offering (an “Underwritten Offering Notice”), to require the Company, pursuant to the terms of and subject to the limitations of this Agreement, to effectuate a distribution of any or all of its Registrable Securities by means of an Underwritten Offering pursuant to an effective Registration Statement covering such Registrable Securities (a “Requested Underwritten Offering”); provided, that the Registrable Securities of such Initiating Holder requested to be included in such Requested Underwritten Offering have an aggregate value of at least $15 million as of the date of such Underwritten Offering Notice. The Underwritten Offering Notice must set forth the number of Registrable Securities that the Initiating Holder intends to include in such Requested Underwritten Offering. The Managing Underwriter of a Requested Underwritten Offering shall be designated by the Initiating Holder; provided, however, that such designated Managing Underwriter shall be reasonably acceptable to the Company. Any Requested Underwritten Offering shall constitute an Underwritten Offering of the Initiating Holder for purposes of Section 2.04(b)(ii). (ii) Subject to the other limitations contained in this Agreement, the Company shall not be obligated hereunder to effect more than one (1) Requested Underwritten Offering per calendar year, or more than four (4) Requested Underwritten Offerings in the aggregate, for which the Purchaser (or any transferee thereof in accordance with Section 2.11) is the Initiating Holder.

Demand Rights. (i) Any Holder At any time during which the Registration Statement is effective, Investor may make a written request (which request shall have specify the option and right, exercisable by delivering written notice intended method of disposition thereof) (a “Shelf Takedown Request”) to the Company Issuer to effect a sale of all or a portion of its intention Registrable Shares that are covered by the Registration Statement, and the Issuer shall use commercially reasonable efforts to distribute Registrable Securities by means file a prospectus supplement (a “Shelf Takedown Prospectus Supplement”) for such purpose as soon as reasonably practicable following receipt of a Shelf Takedown Request. The Investor may request that any such sale be conducted as an Underwritten Offering underwritten public offering (an “Underwritten Offering NoticeShelf Takedown”), to require the Company, pursuant to the terms of and subject to the limitations of this Agreement, to effectuate a distribution of any or all of its Registrable Securities by means of an Underwritten Offering pursuant to an effective Registration Statement covering such Registrable Securities (a “Requested Underwritten Offering”); provided, that the Registrable Securities of such Initiating Holder requested to be included in such Requested Underwritten Offering have an aggregate value of at least $15 million as of the date of such Underwritten Offering Notice. The Underwritten Offering Notice must set forth the number of Registrable Securities that the Initiating Holder intends to include in such Requested Underwritten Offering. The Managing Underwriter of a Requested Underwritten Offering shall be designated by the Initiating Holder; provided, however, that such designated Managing Underwriter shall be reasonably acceptable to the Company. Any Requested Underwritten Offering shall constitute an Underwritten Offering of the Initiating Holder for purposes of Section 2.04(b)(ii). (ii) Subject to the other limitations contained in this Agreement, the Company The Issuer shall not be obligated hereunder to effect more than two Underwritten Shelf Takedowns initiated by the Investor, and shall not be required to effect an Underwritten Shelf Takedown unless the expected aggregate value of the Registrable Shares to be sold by the Investor pursuant thereto is reasonably expected to exceed $50 million. If the Investor withdraws a Shelf Takedown Request, it shall be deemed to have used one of its two Underwritten Shelf Takedowns, unless it shall have reimbursed the Issuer for all Registration Expenses (1as defined below) Requested Underwritten Offering per calendar yearwithin ten (10) business days of such withdrawal. (iii) The Issuer shall have the right, after consultation with the Investor, to determine the plan of distribution, including the price at which the Registrable Shares are to be sold and the underwriting commissions, discounts and fees. The Issuer shall select the underwriters to administer the offering (provided that such underwriters shall be reasonably satisfactory to the Investor). (iv) If the managing underwriter or underwriters, in good faith, advises the Issuer and the Investor pursuant to this Section 8(c)(iv) in writing that, in its opinion, the dollar amount or number of Class B Ordinary Shares or other equity securities that the Issuer desires to sell exceeds the maximum dollar amount or maximum number of equity securities that can be sold in the underwritten offering without adversely affecting the proposed offering price, the timing, the distribution method, or more than four the probability of success of such offering, then the Class B Ordinary Shares or other securities to be included in such offering shall be those requested by (4i) Requested first, the Investor that initiated the request for the Underwritten Offerings in Shelf Takedown; and (ii) second, the aggregate, for which the Purchaser (Issuer or any transferee thereof other holder of the Issuer’s securities entitled to include securities in accordance such Underwritten Shelf Takedown pursuant to separate registration rights, to be determined by the Issuer in its discretion. (v) The provisions of this Section 8(c) shall be available to the Investor for so long as it holds Backstop Shares with Section 2.11) is the Initiating Holdera market value of equal to or greater than $100 million.

Demand Rights. (i) Any Holder Holdings shall have the option right, at any time from time to time, to elect to include, other than pursuant to Section 2.02 of this Agreement, at least an aggregate of $40.0 million of Registrable Securities (calculated based on the product of the CEQP Unit Price times the number of Registrable Securities) under a registration statement pursuant to an Underwritten Offering, pursuant to and rightsubject to the conditions of this Section 2.03 of this Agreement, exercisable by delivering delivery of a written notice to the Company of its intention to distribute Registrable Securities by means of an Underwritten Offering Crestwood (an “Underwritten Offering Notice”), to require the Company, pursuant to the terms of and subject to the limitations of this Agreement, to effectuate a distribution of any or all of its Registrable Securities by means of an Underwritten Offering pursuant to an effective Registration Statement covering such Registrable Securities (a “Requested Underwritten Offering”); provided, that the Registrable Securities of such Initiating Holder requested to be included in such Requested Underwritten Offering have an aggregate value of at least $15 million as of the date of such Underwritten Offering Notice. The Underwritten Offering Notice must set forth the number of Registrable Securities that the Initiating Holder intends to include in such Requested Underwritten Offering. The Managing Underwriter of a Requested Underwritten Offering shall be designated by the Initiating Holder; provided, however, that such designated Managing Underwriter right shall not be reasonably acceptable to the Company. Any Requested exercised (i) in respect of more than two Underwritten Offering shall constitute an Underwritten Offering of the Initiating Holder for purposes of Section 2.04(b)(ii). Offerings or (ii) Subject more than once in any 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 Holdings to effect such sale through an Underwritten Offering. In connection with any Underwritten Offering under this Section 2.03, Holdings shall be entitled to select the Managing Underwriter or Underwriters for such Underwritten Offering, subject to the other limitations contained in this Agreementconsent of Crestwood not to be unreasonably withheld, the Company shall not be obligated hereunder to effect more than one (1) Requested Underwritten Offering per calendar year, delayed or more than four (4) Requested Underwritten Offerings in the aggregate, for which the Purchaser (or any transferee thereof in accordance with Section 2.11) is the Initiating Holderconditioned.

Demand Rights. (ia) Any Holder The Unitholders shall have the option 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 rightsubject to the conditions of this Section 3.02(a) of this Agreement, exercisable by delivering delivery of a written notice to the Company of its intention to distribute Registrable Securities by means of an Underwritten Offering Crestwood (an “Underwritten Offering Notice”), . Each Underwritten Offering Notice shall specify the approximate number of Registrable Securities proposed to require be sold in the Company, pursuant 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 terms of and subject delivery to the limitations of this Agreement, to effectuate a distribution Crestwood of any or all of its Registrable Securities by means of Underwritten Offering Notice, Crestwood shall be obligated to retain underwriters in order to permit the Unitholders to effect such sale through an Underwritten Offering pursuant to as promptly as practicable after an effective Registration Statement covering such Registrable Securities (a “Requested Underwritten Offering”); provided, that the Registrable Securities of such Initiating Holder requested to be included in such Requested Underwritten Offering have an aggregate value of at least $15 million as of Notice (but in no event more than 30 calendar days after the date delivery of such Underwritten Offering Notice). The In connection with any Underwritten Offering Notice must set forth (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. (b) Subject to the terms in Section 3.02(a) (including, for the avoidance of doubt, the maximum number of Demand Offerings) and Section 2.01, any time when a Resale Registration Statement is on file with the Commission and is effective, if a Unitholder wishes to engage in an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”), for at least an aggregate of $50 million of Registrable Securities (calculated based on the Common Unit Price times the number of Registrable Securities that on the Initiating Holder intends to include in such Requested Underwritten Offering. The Managing Underwriter of a Requested Underwritten Offering shall be designated by the Initiating Holder; provided, however, that such designated Managing Underwriter shall be reasonably acceptable to the Company. Any Requested Underwritten Offering shall constitute date Crestwood receives an Underwritten Offering of Notice), Crestwood shall retain underwriters for such Block Trade within 5 calendar days, notwithstanding the Initiating Holder for purposes of Section 2.04(b)(ii). (ii) Subject to the other limitations contained in this Agreement, the Company shall not be obligated hereunder to effect more than one (1) Requested Underwritten Offering per calendar year, or more than four (4) Requested Underwritten Offerings in the aggregate, for which the Purchaser (or any transferee thereof in accordance with Section 2.11) is the Initiating Holder.30-day period in

Demand Rights. In the event that, following the expiration of the applicable lock-up period, (i) Any Holder shall have Legacy Target Stockholders representing at least twenty-five (25%) in the option and right, exercisable by delivering written notice to aggregate of the Company of its intention to distribute Registrable Securities then-held by means the Legacy Target Stockholders or (ii) the Sponsor Representative (acting on behalf of Sponsor or any Sponsor Holder), elect to dispose of Registrable Securities under a 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 (an the “Minimum Amount”) from such Underwritten Offering NoticeOffering, then the Company shall, upon the written demand of such Legacy Target Stockholders or the Sponsor Representative (each, a “Demanding Holder” and, collectively, the “Demanding Holders”), to require enter into an underwriting agreement in a form as is customary in Underwritten Offerings of equity securities with the Company, pursuant to the terms of and subject to the limitations of this Agreement, to effectuate a distribution of any managing Underwriter or all of its Registrable Securities by means of an Underwritten Offering pursuant to an effective Registration Statement covering such Registrable Securities (a “Requested Underwritten Offering”); provided, that the Registrable Securities of such Initiating Holder requested to be included in such Requested Underwritten Offering have an aggregate value of at least $15 million as of the date of such Underwritten Offering Notice. The Underwritten Offering Notice must set forth the number of Registrable Securities that the Initiating Holder intends to include in such Requested Underwritten Offering. The Managing Underwriter of a Requested Underwritten Offering shall be designated Underwriters selected by the Initiating Holder; providedDemanding Holders, however, that which such designated Managing Underwriter or Underwriters shall be reasonably acceptable to the Company. Any Requested , 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 such Registrable Securities; provided, however, that the Company shall have no obligation to facilitate or participate in more than (i) three (3) Underwritten Offering shall constitute Offerings at the request or demand of the Legacy Target Stockholders or (ii) two (2) Underwritten Offerings at the request or demand of the Sponsor Representative (acting on behalf of Sponsor or any Sponsor Holder); provided, further that if an Underwritten Offering of the Initiating Holder for purposes of Section 2.04(b)(ii). (ii) Subject is commenced but terminated prior to the other limitations contained in this Agreementpricing thereof for any reason, the Company shall such Underwritten Offering will not be obligated hereunder to effect more than one (1) Requested counted as an Underwritten Offering per calendar year, or more than four (4) Requested Underwritten Offerings in the aggregate, for which the Purchaser (or any transferee thereof in accordance with pursuant to this Section 2.11) is the Initiating Holder2.02.

Demand Rights. In the event that, following the expiration of the applicable Lock-up Period, (i) Any Holder shall have Legacy Target Stockholders representing at least twenty-five (25%) in the option and right, exercisable by delivering written notice to aggregate of the Company of its intention to distribute Registrable Securities then-held by means the Legacy Target Stockholders or (ii) the Sponsor Representative (acting on behalf of Sponsor or any Sponsor Holder), elect to dispose of Registrable Securities under a 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 (an the “Minimum Amount”) from such Underwritten Offering NoticeOffering, then the Company shall, upon the written demand of such Legacy Target Stockholders or the Sponsor Representative (each, a “Demanding Holder” and, collectively, the “Demanding Holders”), to require enter into an underwriting agreement in a form as is customary in Underwritten Offerings of equity securities with the Company, pursuant to the terms of and subject to the limitations of this Agreement, to effectuate a distribution of any managing Underwriter or all of its Registrable Securities by means of an Underwritten Offering pursuant to an effective Registration Statement covering such Registrable Securities (a “Requested Underwritten Offering”); provided, that the Registrable Securities of such Initiating Holder requested to be included in such Requested Underwritten Offering have an aggregate value of at least $15 million as of the date of such Underwritten Offering Notice. The Underwritten Offering Notice must set forth the number of Registrable Securities that the Initiating Holder intends to include in such Requested Underwritten Offering. The Managing Underwriter of a Requested Underwritten Offering shall be designated Underwriters selected by the Initiating Holder; providedDemanding Holders, however, that which such designated Managing Underwriter or Underwriters shall be reasonably acceptable to the Company. Any Requested , 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 such Registrable Securities; provided, however, that the Company shall have no obligation to facilitate or participate in more than (i) three (3) Underwritten Offering shall constitute Offerings at the request or demand of the Legacy Target Stockholders or (ii) two (2) Underwritten Offerings at the request or demand of the Sponsor Representative (acting on behalf of Sponsor or any Sponsor Holder); provided, further that if an Underwritten Offering of the Initiating Holder for purposes of Section 2.04(b)(ii). (ii) Subject is commenced but terminated prior to the other limitations contained in this Agreementpricing thereof for any reason, the Company shall such Underwritten Offering will not be obligated hereunder to effect more than one (1) Requested counted as an Underwritten Offering per calendar year, or more than four (4) Requested Underwritten Offerings in the aggregate, for which the Purchaser (or any transferee thereof in accordance with pursuant to this Section 2.11) is the Initiating Holder2.02.

Demand Rights. (ia) Any Holder The Unitholder shall have the option right, at any time from time to time, to elect to include, other than pursuant to Section 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 rightsubject to the conditions of this Section 3.02(a) of this Agreement, exercisable by delivering delivery of a written notice to the Company of its intention to distribute Registrable Securities by means of an Underwritten Offering Crestwood (an “Underwritten Offering Notice”), . Each Underwritten Offering Notice shall specify the approximate number of Registrable Securities proposed to require be sold in the Company, pursuant 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 terms of and subject delivery to the limitations of this Agreement, to effectuate a distribution Crestwood of any or all of its Registrable Securities by means of Underwritten Offering Notice, Crestwood shall be obligated to retain underwriters in order to permit the Unitholders to effect such sale through an Underwritten Offering pursuant to as promptly as practicable after an effective Registration Statement covering such Registrable Securities (a “Requested Underwritten Offering”); provided, that the Registrable Securities of such Initiating Holder requested to be included in such Requested Underwritten Offering have an aggregate value of at least $15 million as of Notice (but in no event more than 30 calendar days after the date delivery of such Underwritten Offering Notice). The In connection with any Underwritten Offering Notice must set forth (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. (b) Subject to the terms in Section 3.02(a) (including, for the avoidance of doubt, the maximum number of Demand Offerings), any time when a Resale Registration Statement is on file with the Commission and is effective, if a Unitholder wishes to engage in an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”), for at least an aggregate of $50 million of Registrable Securities (calculated based on the Common Unit Price times the number of Registrable Securities that on the Initiating Holder intends to include in such Requested Underwritten Offering. The Managing Underwriter of a Requested Underwritten Offering shall be designated by the Initiating Holder; provided, however, that such designated Managing Underwriter shall be reasonably acceptable to the Company. Any Requested Underwritten Offering shall constitute date Crestwood receives an Underwritten Offering Notice), Crestwood shall retain underwriters for such Block Trade within 5 calendar days, notwithstanding the 30-day period in Section 3.02(a), and shall use commercially reasonable efforts to facilitate such Block Trade; provided that the Unitholder wishing to engage in the Block Trade shall reasonably cooperate with Crestwood and any underwriters prior to making such request in order to facilitate preparation of the Initiating Holder for purposes of Section 2.04(b)(ii). (ii) Subject prospectus and other offering documentation related to the Block Trade. Crestwood shall not notify any other limitations contained holder of Common Units of any proposed Block Trade or overnight or bought Underwritten Offering under this Section 3.02 and will not give them the opportunity to participate in this Agreementsuch Underwritten Offering unless required by the Niobrara RRA, the Company shall not be obligated hereunder to Preferred RRA or the Oasis RRA, as in effect more than one (1) Requested Underwritten Offering per calendar year, or more than four (4) Requested Underwritten Offerings in on the aggregate, for which the Purchaser (or any transferee thereof in accordance with Section 2.11) is the Initiating Holderdate hereof.

Demand Rights. (a) If, after the earlier of (i) Any Holder shall have one hundred eighty (180) days after the option and rightconsummation of the initial public offering of the Company's Common Stock, exercisable by delivering written notice to or (ii) March 29, 2002, the Company of its intention shall receive a Qualifying Request that the Company file a registration statement under the Securities Act with respect to distribute Registrable Securities by means of an Underwritten Offering (an “Underwritten Offering Notice”)then outstanding, to require then the CompanyCompany shall, pursuant to the terms of and subject to the limitations of this AgreementSection 2A(b) below, use its best efforts to effectuate a distribution effect as soon as practicable, and in any event within ninety (90) days of any or all of its Registrable Securities by means of an Underwritten Offering pursuant to an effective Registration Statement covering such Registrable Securities (a “Requested Underwritten Offering”); provided, that the Registrable Securities receipt of such Initiating Holder requested to be included in Qualifying Request, such Requested Underwritten Offering have an aggregate value of at least $15 million as of registration. Notwithstanding the date of such Underwritten Offering Notice. The Underwritten Offering Notice must set forth the number of Registrable Securities that the Initiating Holder intends to include in such Requested Underwritten Offering. The Managing Underwriter of a Requested Underwritten Offering shall be designated by the Initiating Holder; provided, however, that such designated Managing Underwriter shall be reasonably acceptable to the Company. Any Requested Underwritten Offering shall constitute an Underwritten Offering of the Initiating Holder for purposes of Section 2.04(b)(ii). (ii) Subject to the other limitations contained in this Agreementforegoing, the Company shall not be obligated hereunder to effect more than one any such registration within 6 months after the effective date of an immediately preceding registration pursuant to this Section 2A. The Company shall be obligated to effect only two (12) Requested Underwritten Offering per calendar yearregistrations pursuant to this Section 2A (an offering which is not consummated shall not be counted for this purpose). (b) If Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, or more than four (4) Requested Underwritten Offerings they shall so advise the Company as a part of their request made pursuant to this Section 2A. In such event, the right of any Holder to include such Holder's Registrable Securities in such registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the aggregate, for which the Purchaser underwriting (or any transferee thereof unless otherwise mutually agreed by a Majority in accordance with Section 2.11) is Interest of the Initiating Holders and such Holder) to the extent provided herein. The Company shall select the managing underwriter or underwriters in such underwriting, such underwriter(s) to be reasonably satisfactory to a Majority in Interest of the Initiating Holders. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in Section 4(f)) enter into an underwriting agreement in customary form with the underwriter or underwriters so selected for such underwriting by a Majority in Interest of the Initiating Holders; provided, however, that the Company shall use commercially reasonable efforts to negotiate with the underwriters to assure that none of the Holders shall be required to make any representations or warranties or provide indemnification except as relates to such Holder's ownership of shares and authority to enter into the underwriting agreement and to such Holder's intended method of distribution, and the liability of such Holder shall be limited to an amount equal to the net proceeds from the offering received by such Holder. In the event that the underwriters advise the Company that marketing factors require a limitation of the number of shares to be underwritten, the Company and its underwriters shall allocate the number of Registrable Securities requested to be registered by each of the Holders as follows: (i) first, to the Outside Investors holding Registrable Securities that have elected to participate in such offering, pro rata according to the number of Registrable Securities held by each such Outside Investor; and (ii) thereafter, to the extent additional securities may be included in such offering, to the Angel Investors holding Registrable Securities that have elected to participate in such underwritten offering, pro rata according to the number of Registrable Securities held by each such Angel Investor; provided, however, that if the Qualifying Request is a Series C Qualifying Request, and in the event that the underwriters advise the Company that marketing factors require a limitation of the number of shares to be underwritten, the Company and its underwriters shall allocate the number of Registrable Securities requested to be registered by each of the Holders as follows: (i) first, to the Series C Investors holding Registrable Securities that have elected to participate in such offering, pro rata according to the number of Registrable Securities held by each such Series C Investor; (ii) second, to the Outside Investors (other than the Series C Investors) holding Registrable Securities that have elected to participate in such offering, pro rata according to the number of Registrable Securities held by each such Outside Investor (other than the Series C Investors); and (iii) thereafter, to the extent additional securities may be included in such offering, to the Angel Investors holding Registrable Securities that have elected to participate in such underwritten offering, pro rata according to the number of Registrable Securities held by each such Angel Investor.