Common use of Holdback Agreement Clause in Contracts

Holdback Agreement. (a) Each Holder agrees not to effect any sale, transfer, or other actual or pecuniary transfer (including heading and similar arrangements) of any Registrable Securities or of any other equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such stock or securities, during the period beginning seven (7) days prior to, and ending sixty (60) days after (or for such shorter period as to which the managing underwriter(s) may agree), subject to written notice thereof having been given by the Company to each such Holder prior to the beginning of any such period, the date of the underwriting agreement of each Underwritten Offering made pursuant to a Registration Statement other than Registrable Securities sold pursuant to such Underwritten Offering, provided that (i) notwithstanding the foregoing, the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on any of the Company, the officers, directors or any other affiliate of the Company or any other stockholder of the Company on whom a restriction is imposed or with whom the Company has granted registration rights for any of its equity securities; (ii) the Holders shall not be subject to the foregoing restrictions if and to the extent that the managing underwriter(s) agree to waive the restriction set forth in such underwriting agreement for any of the Persons set forth in the immediately preceding clause (i); and (iii) this Section 6(a) shall not apply more than once in any twelve (12) consecutive month period with respect to any Underwritten Offerings in which the Holders are not permitted to participate to the extent of their pro rata holdings of Registrable Securities, so long as such Holders did not reduce or eliminate their participation in any such Underwritten Offerings through their own voluntary decision. Each Holder agrees to enter into any agreements reasonably requested by any managing underwriter reflecting the terms of this Section 6.

Holdback Agreement. (a) Each Holder agrees not to effect any saleHolder, transfer, or other actual or pecuniary transfer (including heading if requested by the Corporation and similar arrangements) the managing underwriter of any Registrable Securities or of any other equity securities of the CompanyCorporation in connection with (i) the Initial Public Offering or (ii) any other underwritten public offering of the securities of the Corporation, agrees to enter into an agreement consistent with then market practice for major bracket underwriters (a “Lock-up Agreement”) not to sell or otherwise transfer or dispose of any securities convertible into or exchangeable or exercisable shares of Common Stock (other than in connection with such Holder’s registration rights hereunder) for such stock or securities, during the period beginning seven of time (7not to exceed one hundred eighty (180) days prior to, for the Initial Public Offering and ending sixty not to exceed ninety (6090) days after for any other underwritten public offering) following the effective date of a Registration Statement of the Corporation filed under the Securities Act (or for the “Lock-up Period”); provided, that such shorter period as Lock-up Agreement shall also bind the executive officers and directors of the Corporation, on terms and conditions substantially similar to those which shall apply to the Holders and the Corporation shall, if required by the underwriters, use commercially reasonable efforts to cause other holders of at least five percent (5%) of the outstanding equity interests to enter into such Lock-up Agreement; and provided, further, that such Lock-up Agreement shall provide that if the managing underwriter(s) may agree), subject to written notice thereof having been given by releases from the Company to each such lock-up restrictions described in this Section 11 any Holder prior to the beginning of any such period, the date expiration of the underwriting agreement of each Underwritten Offering made pursuant Lock-up Period with respect to all or a Registration Statement other than Registrable Securities sold pursuant to such Underwritten Offering, provided that (i) notwithstanding the foregoing, the duration percentage of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed Common Stock held by the underwriters on any of the Companysuch Holder, the officers, directors or any that all other affiliate of the Company or any other stockholder of the Company on whom a restriction is imposed or with whom the Company has granted registration rights for any of its equity securities; (ii) the Holders shall not be subject to the foregoing lock-up shall be released from such lock-up restrictions if and to the same extent that and on the managing underwriter(s) agree to waive the restriction set forth in such underwriting agreement for any of the Persons set forth in the immediately preceding clause (i); same terms and (iii) this Section 6(a) shall not apply more than once in any twelve (12) consecutive month period with respect to any Underwritten Offerings in which the Holders are not permitted to participate to the extent of their pro rata holdings of Registrable Securities, so long as such Holders did not reduce or eliminate their participation in any such Underwritten Offerings through their own voluntary decision. Each Holder agrees to enter into any agreements reasonably requested by any managing underwriter reflecting the terms of this Section 6conditions.

Holdback Agreement. (a) Each Upon the request of the Partnership, by electing to include Registrable Securities in a Registration Statement pursuant to Section 2.1 or Section 2.2, each Holder agrees shall agree not to effect any sale, transfer, sale or other actual or pecuniary transfer (including heading and similar arrangements) distribution of any Registrable Securities or of any other equity securities of the Company, Partnership of the same or similar class or classes of the securities included in the Registration Statement or any securities convertible into or exchangeable or exercisable for such stock or securities, including a sale pursuant to Rule 144, during the such periods as reasonably requested (but in no event for a period beginning seven (7) longer than 45 days prior to, and ending sixty (60) days after (or for such shorter period as to which the managing underwriter(s) may agree), subject to written notice thereof having been given by the Company to each such Holder prior to the beginning of any such period, following the date of the underwriting agreement applicable Prospectus; provided that each of each the executive officers and directors of the Partnership that hold Common Units or securities convertible into or exchangeable or exercisable for Common Units are subject to the same restriction for the entire time period required of the Holders hereunder) by the representatives of the underwriters, if an underwritten offering by the Partnership (a “Partnership Underwritten Offering made pursuant Offering”); provided further, for the avoidance of doubt, that such restrictions shall only apply to a Registration Statement other than Holder if such Hxxxxx has elected to sell and actually sells Registrable Securities sold pursuant to in such a Partnership Underwritten Offering, provided that . The provisions of this Section 2.3 will no longer apply to a Holder once such Holder ceases to hold at least 1% of the Registrable Securities acquired as a result of the transactions contemplated in the Purchase Agreement. The provisions of this Section 2.3 shall not apply to (a) any transfer of Registrable Securities by a Holder to (i) notwithstanding the foregoingany stockholder, the duration member, managing member, general or limited partner of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on any of the CompanyHolder, the officers, directors or any other affiliate of the Company or any other stockholder of the Company on whom a restriction is imposed or with whom the Company has granted registration rights for any of its equity securities; (ii) the Holders shall not be subject to the foregoing restrictions if and to the extent that the managing underwriter(s) agree to waive the restriction set forth in such underwriting agreement for any investment fund managed by any of the Persons set forth in the immediately preceding clause (i); and such persons or (iii) this Section 6(a) shall not apply more than once in any twelve (12) consecutive month period with respect to other Affiliate of any Underwritten Offerings in which the Holders are not permitted to participate to the extent of their pro rata holdings of Registrable SecuritiesHolder, so long as such Holders did transfer is not reduce or eliminate their participation in for value and any such Underwritten Offerings through their own voluntary decision. Each Holder person agrees to enter into any agreements reasonably requested and remains to be bound hereby, (b) the entry by any managing underwriter reflecting Holder of a bona fide pledge of any Registrable Securities (and any foreclosure on any such pledge) and (c) any hedging transaction with respect to an index or basket of securities where the terms equity securities of this Section 6the Partnership constitute a de minimis amount.

Holdback Agreement. (a) Each Holder agrees that, at any time that such Holder holds 10% or more of the outstanding Common Stock of the Company, such Holder shall not to effect any sale, transfer, or other actual or pecuniary transfer (including heading and similar arrangements) of any Registrable Securities or of any other equity securities Equity Securities of the Company, or any securities convertible into or exchangeable or exercisable for such stock or securities, during the period beginning seven (7) days prior to, and ending sixty (60) days after (or for such shorter period as to which the managing underwriter(s) may agree) (the “Lock-up”), subject to written notice thereof having been given by the Company to each such the Holder prior to the beginning of any such period, the date of the underwriting agreement of each Underwritten Offering made pursuant to a Registration Statement other than Registrable Securities sold pursuant to such Underwritten Offering, provided that (i) notwithstanding the foregoing, the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on any of the Company, the officers, directors or any other affiliate of the Company or any other stockholder of the Company on whom a restriction is imposed or with whom the Company has granted registration rights for any of its equity securitiesEquity Securities; (ii) the Holders such Holder shall not be subject to the foregoing restrictions if and to the extent that the managing underwriter(s) agree to waive the restriction set forth in such underwriting agreement for any of the Persons set forth in the immediately preceding clause (i); and (iii) this Section 6(a) shall not apply more than once in any twelve (12) consecutive month period with respect to any Underwritten Offerings in which the Holders are such Holder is not permitted to participate to the extent of their its pro rata holdings of Registrable SecuritiesSecurities or other securities requested to be sold in such Underwritten Offerings, so long as such Holders Holder did not reduce or eliminate their its participation in any such Underwritten Offerings through their own voluntary decision, provided, however, that any shares of Common Stock of the Holder that are beneficially owned (as defined under Rule 13d-3 promulgated under the Securities Exchange Act of 1934) by a director designated by Holder pursuant to an agreement with the Company, even if the aggregate amount of such shares is less than 10% of the outstanding Common Stock of the Company, will be subject to the Lock-up to the same extent as all other directors of the Company are so subject. Each Holder agrees to enter into any agreements reasonably requested by any managing underwriter reflecting the terms of this Section 6.

Holdback Agreement. (a) Each By electing to include Registrable Shares in a Company registration statement pursuant to Section 2.2, the Holder agrees shall be deemed to have agreed not to effect any sale, transfer, sale or other actual or pecuniary transfer (including heading and similar arrangements) distribution of any Registrable Securities or of any other equity securities of the Company, Company of the same or similar class or classes of the securities included in the Company registration statement or any securities convertible into or exchangeable or exercisable for such stock or securities, including a sale pursuant to Rule 144, during such periods as reasonably requested (but in no event for a period longer than 90 days following the period beginning seven (7) days prior toeffective date of such Company registration statement, provided each of the executive officers and ending sixty (60) days after (or for such shorter period as to which the managing underwriter(s) may agree), subject to written notice thereof having been given by directors of the Company to each such Holder prior to the beginning that hold shares of any such period, the date of the underwriting agreement of each Underwritten Offering made pursuant to a Registration Statement other than Registrable Securities sold pursuant to such Underwritten Offering, provided that (i) notwithstanding the foregoing, the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on any of the Company, the officers, directors or any other affiliate Common Stock of the Company or any other stockholder securities convertible into or exchangeable or exercisable for shares of Common Stock of the Company on whom a restriction is imposed or with whom the Company has granted registration rights for any of its equity securities; (ii) the Holders shall not be are subject to the foregoing restrictions same restriction for the entire time period required of the Holders hereunder) by the representatives of the underwriters, if and an underwritten offering by the Company (a “Company Underwritten Offering”). The provisions of this Section 2.3 will no longer apply to a Holder once such Holder ceases to hold at least 1% of the Registrable Securities acquired as a result of the transactions contemplated in the Purchase Agreement. Notwithstanding anything to the extent that the managing underwriter(s) agree to waive the restriction contrary set forth in such underwriting agreement for any of the Persons set forth in the immediately preceding clause this Section 2.3, (i); and (iii) this Section 6(a) shall not apply more than once in each Holder may sell or transfer any twelve (12) consecutive month period with respect Registrable Securities to any Underwritten Offerings in which the Holders are not permitted to participate to the extent Affiliate of their pro rata holdings of Registrable Securitiessuch Holder, so long as such Holders did not reduce or eliminate their participation in Affiliate agrees to be and remains bound hereby, (ii) each Holder may enter into a bona fide pledge of any Registrable Securities (and any foreclosure on any such Underwritten Offerings through their own voluntary decision. Each Holder agrees pledge shall also be permitted), and (iii) any hedging transaction with respect to enter into any agreements reasonably requested by any managing underwriter reflecting an index or basket of securities where the terms equity securities of the Company constitute a de minimis amount shall not be prohibited pursuant to this Section 62.3.

Holdback Agreement. (a) Each Holder agrees not to effect any saleand each Founder shall not, without the prior written consent of the managing underwriter, sell or otherwise transfer, make any short sale of, grant any option for the purchase of, or other actual enter into any hedging or pecuniary transfer similar transaction with the same economic effect as a sale (including heading and similar arrangementssales pursuant to Rule 144) of any Registrable Securities or of any other equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such stock or securities, during the period beginning seven (7) days prior to, and ending sixty (60) days after (or for such shorter period as to which the managing underwriter(s) may agree), subject to written notice thereof having been given requested by the Company to each such Holder prior to underwriter managing the Company’s IPO beginning of any such period, on the effective date of the underwriting agreement registration statement relating to the Company’s IPO (except as part of each Underwritten Offering made pursuant such underwritten registration), up to a Registration Statement other than Registrable Securities sold pursuant maximum of 180 days. If requested by the underwriter, each Holder and each Founder will reaffirm the agreement set forth in this Section 1.4 in a separate writing in a form satisfactory to such Underwritten Offering, provided that (i) notwithstanding the foregoing, the duration underwriter. The Company may impose stop-transfer instructions with respect to such shares of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on any of the Company, the officers, directors or any other affiliate of the Company or any other stockholder of the Company on whom a restriction is imposed or with whom the Company has granted registration rights for any of its equity securities; (ii) the Holders shall not be Common Stock subject to the foregoing restrictions if and restriction until the end of said period. The foregoing provisions of this Section 1.4 shall apply only to the extent that Company’s IPO, shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, shall not apply to the sale of shares acquired in the IPO (unless such shares are acquired pursuant to a directed share program and the managing underwriter(sunderwriter requests that such shares be subject to this Section 1.4), and shall not apply to shares acquired in the open market following the IPO, and shall only be applicable to the Holders and Founders if all officers and directors and greater than one percent (1%) stockholders of the Company agree to waive substantially the restriction set forth in such underwriting agreement for same terms. If any of the Persons set forth obligations described in the immediately preceding clause (i); and (iii) this Section 6(a) shall not apply more than once in any twelve (12) consecutive month period 1.4 or such substantially similar agreements are waived or terminated with respect to any Underwritten Offerings in which of the Holders are not permitted to participate to the extent securities of their pro rata holdings of Registrable Securitiesany such Holder, so long as such Holders did not reduce Founder, officer, director or eliminate their participation greater than one-percent stockholder (in any such Underwritten Offerings through their own voluntary decisioncase, the “Released Securities”), the foregoing provisions shall be waived or terminated, as applicable, to the same extent and with respect to the same percentage of securities of each Holder and Founder as the percentage of Released Securities represent with respect to the securities held by the applicable Holder, Founder, officer, director or greater than one-percent stockholder. Each Holder agrees to enter into any agreements reasonably requested by any managing underwriter reflecting the terms The underwriters in connection with a registration statement so filed are intended third party beneficiaries of this Section 61.4 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto.

Holdback Agreement. (a) Each Upon the request of the Partnership, by electing to include Registrable Securities in a Partnership Registration Statement pursuant to Section 2.1 or Section 2.2, the Holder agrees shall agree not to effect any sale, transfer, sale or other actual or pecuniary transfer (including heading and similar arrangements) distribution of any Registrable Securities or of any other equity securities of the Company, Partnership of the same or similar class or classes of the securities included in the Partnership Registration Statement or any securities convertible into or exchangeable or exercisable for such stock or securities, including a sale pursuant to Rule 144, during the such periods as reasonably requested (but in no event for a period beginning seven (7) longer than 45 days prior to, and ending sixty (60) days after (or for such shorter period as to which the managing underwriter(s) may agree), subject to written notice thereof having been given by the Company to each such Holder prior to the beginning of any such period, following the date of the underwriting agreement applicable Prospectus; provided each of each the executive officers and directors of the Partnership that hold Common Units of the Partnership or securities convertible into or exchangeable or exercisable for Common Units of the Partnership are subject to the same restriction for the entire time period required of the Holders hereunder) by the representatives of the underwriters, if an underwritten offering by the Partnership (a “Partnership Underwritten Offering made pursuant Offering”); provided further, for the avoidance of doubt, that such restrictions shall only apply to a Registration Statement other than Holder if such Holder has elected to sell and actually sells Registrable Securities sold pursuant to in such a Partnership Underwritten Offering. The provisions of this Section 2.3 will no longer apply to a Holder once such Holder ceases to hold at least 1% of the Registrable Securities acquired as a result of the transactions contemplated in the Xxxxxxxx/Apollo Purchase Agreements, provided that the Dropdown Purchase Agreement or the Xxxxxxxx Purchase Agreement, as applicable. The provisions of this Section 2.3 shall not apply to (i) notwithstanding the foregoingany transfer of Registrable Securities by a Holder to (a) any stockholder, the duration member, managing member, general or limited partner of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed any Holder, (b) any investment fund managed by the underwriters on any of the Company, the officers, directors such persons or (c) any other affiliate Affiliate of the Company or any other stockholder of the Company on whom a restriction is imposed or with whom the Company has granted registration rights for any of its equity securities; (ii) the Holders shall not be subject to the foregoing restrictions if and to the extent that the managing underwriter(s) agree to waive the restriction set forth in such underwriting agreement for any of the Persons set forth in the immediately preceding clause (i); and (iii) this Section 6(a) shall not apply more than once in any twelve (12) consecutive month period with respect to any Underwritten Offerings in which the Holders are not permitted to participate to the extent of their pro rata holdings of Registrable SecuritiesHolder, so long as such Holders did transfer is not reduce or eliminate their participation in for value and any such Underwritten Offerings through their own voluntary decision. Each Holder person agrees to enter into any agreements reasonably requested and remains to be bound hereby, (ii) the entry by any managing underwriter reflecting Holder of a bona fide pledge of any Registrable Securities (and any foreclosure on any such pledge) and (iii) any hedging transaction with respect to an index or basket of securities where the terms equity securities of this Section 6the Partnership constitute a de minimis amount.

Holdback Agreement. (a) Each By electing to include Registrable Shares in a Company registration statement pursuant to Section 2.2, the Holder agrees shall be deemed to have agreed not to effect any sale, transfer, sale or other actual or pecuniary transfer (including heading and similar arrangements) distribution of any Registrable Securities or of any other equity securities of the Company, Company of the same or similar class or classes of the securities included in the Company registration statement or any securities convertible into or exchangeable or exercisable for such stock or securities, including a sale pursuant to Rule 144, during such periods as reasonably requested (but in no event for a period longer than 90 days following the period beginning seven (7) days prior toeffective date of such Company registration statement, provided each of the executive officers and ending sixty (60) days after (or for such shorter period as to which the managing underwriter(s) may agree), subject to written notice thereof having been given by directors of the Company to each such Holder prior to the beginning that hold shares of any such period, the date of the underwriting agreement of each Underwritten Offering made pursuant to a Registration Statement other than Registrable Securities sold pursuant to such Underwritten Offering, provided that (i) notwithstanding the foregoing, the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on any of the Company, the officers, directors or any other affiliate Common Stock of the Company or any other stockholder securities convertible into or exchangeable or exercisable for shares of Common Stock of the Company on whom a restriction is imposed or with whom the Company has granted registration rights for any of its equity securities; (ii) the Holders shall not be are subject to the foregoing restrictions same restriction for the entire time period required of the Holders hereunder) by the representatives of the underwriters, if an underwritten offering by the Company (a “Company Underwritten Offering”). The provisions of this Section 2.3 will no longer apply to a Holder once such Holder ceases to hold at least 1% of the Registrable Securities acquired as a result of the transactions contemplated in the Purchase Agreement and or the Letter Agreement. Notwithstanding anything to the extent that the managing underwriter(s) agree to waive the restriction contrary set forth in such underwriting agreement for any of the Persons set forth in the immediately preceding clause this Section 2.3, (i); and (iii) this Section 6(a) shall not apply more than once in each Holder may sell or transfer any twelve (12) consecutive month period with respect Registrable Securities to any Underwritten Offerings in which the Holders are not permitted to participate to the extent Affiliate of their pro rata holdings of Registrable Securitiessuch Holder, so long as such Holders did not reduce or eliminate their participation in Affiliate agrees to be and remains bound hereby, (ii) each Holder may enter into a bona fide pledge of any Registrable Securities (and any foreclosure on any such Underwritten Offerings through their own voluntary decision. Each Holder agrees pledge shall also be permitted), and (iii) any hedging transaction with respect to enter into any agreements reasonably requested by any managing underwriter reflecting an index or basket of securities where the terms equity securities of the Company constitute a de minimis amount shall not be prohibited pursuant to this Section 62.3.

Holdback Agreement. (a) Each Upon the request of the Partnership, by electing to include Registrable Securities in a Registration Statement pursuant to Section 2.1 or Section 2.2, each Holder agrees shall agree not to effect any sale, transfer, sale or other actual or pecuniary transfer (including heading and similar arrangements) distribution of any Registrable Securities or of any other equity securities of the Company, Partnership of the same or similar class or classes of the securities included in the Registration Statement or any securities convertible into or exchangeable or exercisable for such stock or securities, including a sale pursuant to Rule 144, during the such periods as reasonably requested (but in no event for a period beginning seven (7) longer than 45 days prior to, and ending sixty (60) days after (or for such shorter period as to which the managing underwriter(s) may agree), subject to written notice thereof having been given by the Company to each such Holder prior to the beginning of any such period, following the date of the underwriting agreement applicable Prospectus; provided that each of each the executive officers and directors of the Partnership that hold Common Units or securities convertible into or exchangeable or exercisable for Common Units are subject to the same restriction for the entire time period required of the Holders hereunder) by the representatives of the underwriters, if an underwritten offering by the Partnership (a “Partnership Underwritten Offering made pursuant Offering”); provided further, for the avoidance of doubt, that such restrictions shall only apply to a Registration Statement other than Holder if such Holder has elected to sell and actually sells Registrable Securities sold pursuant to in such a Partnership Underwritten Offering, provided that . The provisions of this Section 2.3 will no longer apply to a Holder once such Holder ceases to hold at least 1% of the Registrable Securities acquired as a result of the transactions contemplated in the Purchase Agreements. The provisions of this Section 2.3 shall not apply to (a) any transfer of Registrable Securities by a Holder to (i) notwithstanding the foregoingany stockholder, the duration member, managing member, general or limited partner of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on any of the CompanyHolder, the officers, directors or any other affiliate of the Company or any other stockholder of the Company on whom a restriction is imposed or with whom the Company has granted registration rights for any of its equity securities; (ii) the Holders shall not be subject to the foregoing restrictions if and to the extent that the managing underwriter(s) agree to waive the restriction set forth in such underwriting agreement for any investment fund managed by any of the Persons set forth in the immediately preceding clause (i); and such persons, (iii) this Section 6(aany other Affiliate of any Holder or (iv) shall not apply more than once in the case of NGP, a “portfolio company” of NGP XI US Holdings, L.P. or any twelve (12) consecutive month period with respect to any Underwritten Offerings in which the Holders are not permitted to participate to the extent entity controlled by a “portfolio company” of their pro rata holdings of Registrable SecuritiesNGP XI US Holdings, L.P., so long as such Holders did transfer is not reduce or eliminate their participation in for value and any such Underwritten Offerings through their own voluntary decision. Each Holder person agrees to enter into any agreements reasonably requested and remains to be bound hereby, (b) the entry by any managing underwriter reflecting Holder of a bona fide pledge of any Registrable Securities (and any foreclosure on any such pledge) and (c) any hedging transaction with respect to an index or basket of securities where the terms equity securities of this Section 6the Partnership constitute a de minimis amount.

Holdback Agreement. (a) Each Holder agrees If (i) NRP at any time shall register Common Units or Equity Equivalents under the Securities Act (including any registration pursuant to Section 3 hereof) for sale in an underwritten Public Offering, (ii) NRP shall have received a request from Unitholders pursuant to Section 3(a) hereof for inclusion of Registrable Securities in such underwritten Public Offering and (iii) any such Registrable Securities requested to be included in such underwritten Public Offering shall be so included, then to the extent requested by the underwriters for such offering, the Unitholders shall not to effect sell, make any saleshort sale of, transfergrant any option for the purchase of, or other actual otherwise dispose of, directly or pecuniary transfer (including heading and similar arrangements) of indirectly, any Registrable Securities or (other than those Registrable Securities included in such registration) without the prior written consent of any other equity securities of NRP, for a period designated by the Companymanaging underwriter in writing to the Unitholders, or any securities convertible into or exchangeable or exercisable for such stock or securities, during the which period beginning shall begin not more than seven (7) days prior to, to the effectiveness of the registration statement pursuant to which such Public Offering shall be made (or within seven (7) days prior to the execution of the applicable underwriting agreement in the case of an offering pursuant to Rule 415) and ending sixty shall not last more than ninety (6090) days after (the closing of such Public Offering or for such shorter holdback period as to which the managing underwriter(sNRP or other unitholders of NRP holding at least ten percent (10%) may agree), subject to written notice thereof having been given by the Company to each such Holder prior to the beginning of any such period, the date of the underwriting agreement Common Units of each Underwritten Offering made pursuant to NRP (on a Registration Statement other than Registrable Securities sold pursuant to such Underwritten Offering, provided that (ifully diluted basis) notwithstanding the foregoing, the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by are subject. The Requesting Unitholders will enter into agreements with the underwriters on any of the Company, the officers, directors or any other affiliate of the Company or any other stockholder of the Company on whom a restriction is imposed or with whom the Company has granted registration rights for any of its equity securities; (ii) the Holders shall not be subject to the foregoing restrictions if and to the extent that the managing underwriter(s) agree to waive the restriction set forth in such underwriting agreement for any of the Persons set forth in the immediately preceding clause (i); and (iii) this Section 6(a) shall not apply more than once in any twelve (12) consecutive month period with respect to any Underwritten Offerings in which the Holders are not permitted to participate to the extent of their pro rata holdings of Registrable Securities, so long as such Holders did not reduce or eliminate their participation in any such Underwritten Offerings through their own voluntary decision. Each Holder agrees to enter into any agreements reasonably requested by any managing underwriter reflecting the terms of this Section 6effect.

Holdback Agreement. (a) Each In the case of an underwritten offering of securities by the Company (which, for purposes of this Section 6 shall include an underwritten Takedown but shall not include the effectiveness of the Shelf Registration Statement or sales thereunder in the absence of an underwritten Takedown) with respect to which the Company has complied with its obligations hereunder, each Holder agrees not agrees, if and to effect any sale, transfer, or other actual or pecuniary transfer the extent (including heading i) requested by the managing underwriter of such underwritten offering and similar arrangements(ii) of any Registrable Securities or of any other equity securities all of the Company’s executive officers and directors execute agreements identical to those referred to in this Section 6, that it shall not during the period beginning on, and ending ninety (90) days (subject to one extension of no more than 17 days if required by the underwriters in connection with NASD Rule 2711(f)(4) or any similar or successor provision) (or such shorter period as may be permitted by such managing underwriter or such earlier date on which the Company or any Affiliate or executive officer of the Company is permitted to sell shares of Common Stock) after, the effective date of the registration statement filed in connection with such Registration (the “Holdback Period”), except for Registrable Securities included in such Registration, effect any public sale or distribution of, directly or indirectly, any of the Registrable Securities or any securities convertible into or exercisable or exchangeable or exercisable for Common Stock held immediately prior to the effectiveness of the registration statement for such stock offering, including any sale pursuant to Rule 144 under the Securities Act; provided that such restrictions shall not apply to (v) any pledges of Registrable Securities by a Holder in favor of a lender or securitiesother similar financing source, during the period beginning seven (7w) days prior toany such sales, and ending sixty (60) days after (purchases, grants, transfers, dispositions or for such shorter period as arrangements to which the managing underwriter(s) may agree), subject to written notice thereof having been given by the Company to each such Holder settle or otherwise close any hedging instruments that were outstanding prior to the beginning of any the Holdback Period unless the Holder of such period, the date of the underwriting agreement of each Underwritten Offering made pursuant to a Registration Statement other than Registrable Securities sold pursuant had proposed to such Underwritten Offering, provided that (i) notwithstanding the foregoing, the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on any of the Company, the officers, directors or any other affiliate of the Company or any other stockholder of the Company on whom a restriction is imposed or with whom the Company has granted registration rights for any of its equity securities; (ii) the Holders shall not be subject to the foregoing restrictions if and to the extent that the managing underwriter(s) agree to waive the restriction set forth in such underwriting agreement for any of the Persons set forth sell Registrable Securities in the immediately preceding clause (i); and (iii) this Section 6(a) shall not apply more than once in any twelve (12) consecutive month period with respect to any Underwritten Offerings in which the Holders are not permitted to participate to the extent of their pro rata holdings of Registrable Securities, so long as such Holders did not reduce or eliminate their participation in any such Underwritten Offerings through their own voluntary decision. Each Holder agrees to enter into any agreements reasonably requested by any managing underwriter reflecting the terms of this Section 6.offering,

Holdback Agreement. (a) Each Holder In connection with the IPO, each Investor agrees that he, she or it, shall not to effect sell publicly, make any sale, transfershort sale of, or otherwise dispose publicly of, any Restricted Shares (other actual than sales or pecuniary transfer (including heading dispositions to members of his, her or its Group and similar arrangementsother than with respect to those shares of Common Stock included in such registration) of any Registrable Securities or of any other equity securities without the prior written consent of the CompanyCorporation, or any securities convertible into or exchangeable or exercisable for such stock or securities, during a period (the period beginning seven (7“Lockup Period”) days prior to, and ending sixty (60) days after (or for such shorter period as to which the managing underwriter(s) may agree), subject to written notice thereof having been given designated by the Company Corporation in writing to each such Holder the Investors, which period shall begin not more than 2 days prior to the beginning of any such periodRegistration Date and shall not last more than 180 days after the Registration Date; provided, the date of the underwriting agreement of each Underwritten Offering made pursuant to a Registration Statement other than Registrable Securities sold pursuant to such Underwritten Offeringhowever, provided that (i) notwithstanding the foregoingLockup Period shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on any of the Company, the (ii) all executive officers, directors and holders of one percent (1%) or any other affiliate more of the Company or any other stockholder capital stock of the Company Corporation on whom a restriction is imposed or with whom the Company has granted registration rights for any of its equity securities; (ii) the Holders shall not be subject to the foregoing restrictions if and to the extent that the managing underwriter(s) Fully-Diluted Basis must agree to waive a Lockup Period of at least the restriction set forth in such underwriting agreement for any of the Persons set forth in the immediately preceding clause (i); same duration and on substantially similar terms and (iii) all parties subject to a Lockup Period shall only be released early from their obligations thereunder on a pro rata basis. Notwithstanding the foregoing, if (i) during the last 17 days of the 180-day restricted period, the Corporation issues an earnings release or material news or a material event relating to the Corporation occurs; or (ii) prior to the expiration of the 180-day restricted period, the Corporation announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, the restrictions imposed by this Section 6(a) 5 shall not continue to apply more than once in any twelve (12) consecutive month until the expiration of the 18-day period with respect to any Underwritten Offerings in which beginning on the Holders are not permitted to participate to issuance of the extent earnings release or the occurrence of their pro rata holdings of Registrable Securities, so long as such Holders did not reduce the material news or eliminate their participation in any such Underwritten Offerings through their own voluntary decision. Each Holder agrees to enter into any agreements reasonably requested by any managing underwriter reflecting the terms of this Section 6material event.

Holdback Agreement. The Company and each 5% Stockholder (awhether or not such Registrable Securities are included in a Registration Statement filed pursuant to Section 3.1 or Section 3.2) Each Holder agrees agree, if requested (pursuant to a timely written notice) by the lead or managing underwriter or underwriters in an underwritten offering, not to effect any sale, transfer, public sale or other actual or pecuniary transfer (including heading and similar arrangements) distribution of any of the Registrable Securities or Securities, including a sale pursuant to Rule 144 (except as part of such underwritten offering), for a customary period (which period shall be the same for all applicable Stockholders and shall not be longer than one hundred and eighty (180) days in the case of the Company’s first Public Offering and ninety (90) days in the case of any other equity securities Public Offering, except to the extent required by FINRA regulations or applicable law), as reasonably determined by the lead or managing underwriter or underwriters in consultation with the Stockholders, after the closing date of the underwritten offering made pursuant to such Registration Statement; provided, that no 5% Stockholder shall be subject to any such restrictions unless (a) all such restrictions shall have been requested of, and shall be applicable to, all 5% Stockholders and (b) such underwriter(s) shall have obtained written holdback agreements from the Company, or any securities convertible into or exchangeable or exercisable for such stock or securities, during each executive officer of the period beginning seven (7) days prior to, Company and ending sixty (60) days after (or for such shorter period as to which the managing underwriter(s) may agree), subject to written notice thereof having each other Person who has been given granted registration rights by the Company to each such Holder prior to the beginning Company. No waiver of any such period, the date of the underwriting agreement of each Underwritten Offering made pursuant to a Registration Statement other than Registrable Securities sold pursuant to such Underwritten Offering, provided that (i) notwithstanding the foregoing, the duration of the foregoing restrictions shall be no longer than the duration effective with respect to any Stockholder unless such waiver applies uniformly to all such Stockholders. Notwithstanding anything contained in this Section 3.10, all obligations of the shortest restriction generally imposed by Stockholders under this Section 3.10 shall terminate in the underwriters on any of the Company, the officers, directors or any other affiliate of event that the Company or any other stockholder of underwriter terminates, releases or waives, in whole or in part, the Company on whom a restriction is imposed or with whom the Company has granted registration rights for any of its equity securities; (ii) the Holders shall not be subject to the foregoing restrictions if and to the extent that the managing underwriter(s) agree to waive the restriction set forth in such underwriting agreement for any of the Persons set forth in the immediately preceding clause (i); and (iii) this Section 6(a) shall not apply more than once in any twelve (12) consecutive month period holdback agreements with respect to the Company, any Underwritten Offerings in which the Holders are not permitted to participate to the extent executive officer of their pro rata holdings of Registrable Securities, so long as such Holders did not reduce or eliminate their participation in any such Underwritten Offerings through their own voluntary decision. Each Holder agrees to enter into any agreements reasonably requested by any managing underwriter reflecting the terms of this Section 6.20 WEIL:\97487965\11\40631.0007

Holdback Agreement. (a) Each Holder agrees not If (x) the Company shall file a Registration Statement (other than an Exempted Registration) with respect to effect any sale, transfer, an underwritten public offering of Common Stock or other actual similar securities or pecuniary transfer (including heading and similar arrangements) of any Registrable Securities or of any other equity securities of the Company, or any securities convertible into into, or exchangeable or exercisable for for, such stock securities and (y) with reasonable prior notice, the managing underwriter or securitiesunderwriters advise the Company in writing (in which case the Company shall notify the Stockholders with a copy of such underwriter's notice) that a sale or distribution of Registrable Shares would materially adversely affect such offering, then, to the extent not inconsistent with applicable law, unless such managing underwriter or underwriters otherwise agree, no Stockholder shall, directly or indirectly, sell, offer, contract or grant any option to sell (including, without limitation, in connection with any short sale), pledge, transfer (other than to Affiliates), establish an open "put equivalent position" within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of any Registrable Shares held by it (except as part of such underwritten public offering) during the period beginning seven (7) 7 days prior to, to the effective date of such Registration Statement and ending sixty continuing until the earlier of (60A) the abandonment of such offering and (B) 90 days after (or for such shorter period of time as to which is sufficient and appropriate in the opinion of the managing underwriter(sunderwriter or underwriters in order to complete the sale and distribution of securities included in such registration) may agree), subject to written notice thereof having been given by after the Company to effective date of such Registration Statement (each such Holder prior to the beginning of any such period, a "Hold Back Period"); provided, that no Stockholder shall be subject to the date restrictions contained in this Section 2.3(a) unless each officer and director of the underwriting agreement of each Underwritten Offering made pursuant to a Registration Statement other than Registrable Securities sold pursuant to such Underwritten Offering, provided that (i) notwithstanding the foregoing, the duration Company regardless of the foregoing restrictions shall be no longer than number of shares of Common Stock then owned by such officer or director and each beneficial owner (as defined in Rule 13d-3 under the duration Exchange Act) of at least 5% of the shortest restriction generally imposed issued and outstanding shares of Common Stock also agree to be bound by such restrictions; and provided further, that the underwriters on provision of this Section 2.3(a) shall not be applicable to any Stockholder that beneficially owns less than 3% of the Company, outstanding Common Stock of the officers, directors or any other affiliate Company (assuming conversion of all convertible securities of the Company beneficially owned by such Stockholder) if such Stockholder is not at such time an Affiliate of the Company or any other stockholder of its directors and does not at such time have the power (through operation of special voting rights, ownership of a class of securities or by agreement) to designate or select one or more members of the Company on whom a restriction is imposed or with whom the Company has granted registration rights for any Board of its equity securities; (ii) the Holders shall not be subject to the foregoing restrictions if and to the extent that the managing underwriter(s) agree to waive the restriction set forth in such underwriting agreement for any Directors of the Persons set forth in the immediately preceding clause (i); and (iii) this Section 6(a) shall not apply more than once in any twelve (12) consecutive month period with respect to any Underwritten Offerings in which the Holders are not permitted to participate to the extent of their pro rata holdings of Registrable Securities, so long as such Holders did not reduce or eliminate their participation in any such Underwritten Offerings through their own voluntary decision. Each Holder agrees to enter into any agreements reasonably requested by any managing underwriter reflecting the terms of this Section 6Company.

Holdback Agreement. (a) Each Upon the request of the Partnership, by electing to include Registrable Securities in a Registration Statement pursuant to Section 2.1 or Section 2.2, each Holder agrees shall agree not to effect any sale, transfer, sale or other actual or pecuniary transfer (including heading and similar arrangements) distribution of any Registrable Securities or of any other equity securities of the Company, Partnership of the same or similar class or classes of the securities included in the Registration Statement or any securities convertible into or exchangeable or exercisable for such stock or securities, including a sale pursuant to Rule 144, during the such periods as reasonably requested (but in no event for a period beginning seven (7) longer than 45 days prior to, and ending sixty (60) days after (or for such shorter period as to which the managing underwriter(s) may agree), subject to written notice thereof having been given by the Company to each such Holder prior to the beginning of any such period, following the date of the underwriting agreement applicable Prospectus; provided that each of each the executive officers and directors of the Partnership that hold Common Units or securities convertible into or exchangeable or exercisable for Common Units are subject to the same restriction for the entire time period required of the Holders hereunder) by the representatives of the underwriters, if an underwritten offering by the Partnership (a “Partnership Underwritten Offering made pursuant Offering”); provided further, for the avoidance of doubt, that such restrictions shall only apply to a Registration Statement other than Holder if such Xxxxxx has elected to sell and actually sells Registrable Securities sold pursuant to in such a Partnership Underwritten Offering, provided that . The provisions of this Section 2.3 will no longer apply to a Holder once such Holder ceases to hold at least 1% of the Registrable Securities acquired as a result of the transactions contemplated in the Purchase Agreement. The provisions of this Section 2.3 shall not apply to (a) any transfer of Registrable Securities by a Holder to (i) notwithstanding the foregoingany stockholder, the duration member, managing member, general or limited partner of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on any of the CompanyHolder, the officers, directors or any other affiliate of the Company or any other stockholder of the Company on whom a restriction is imposed or with whom the Company has granted registration rights for any of its equity securities; (ii) the Holders shall not be subject to the foregoing restrictions if and to the extent that the managing underwriter(s) agree to waive the restriction set forth in such underwriting agreement for any investment fund managed by any of the Persons set forth in the immediately preceding clause (i); and such persons or (iii) this Section 6(a) shall not apply more than once in any twelve (12) consecutive month period with respect to other Affiliate of any Underwritten Offerings in which the Holders are not permitted to participate to the extent of their pro rata holdings of Registrable SecuritiesHolder, so long as such Holders did transfer is not reduce or eliminate their participation in for value and any such Underwritten Offerings through their own voluntary decision. Each Holder person agrees to enter into any agreements reasonably requested and remains to be bound hereby, (b) the entry by any managing underwriter reflecting Holder of a bona fide pledge of any Registrable Securities (and any foreclosure on any such pledge) and (c) any hedging transaction with respect to an index or basket of securities where the terms equity securities of this Section 6the Partnership constitute a de minimis amount.

Holdback Agreement. (a) Each In the case of an underwritten offering of securities by the Company (which, for purposes of this Section 6 shall include an underwritten Takedown but shall not include the effectiveness of the Shelf Registration Statement or sales thereunder in the absence of an underwritten Takedown) with respect to which the Company has complied with its obligations hereunder, each Holder agrees not agrees, if and to effect any sale, transfer, or other actual or pecuniary transfer the extent (including heading i) requested by the managing underwriter of such underwritten offering and similar arrangements(ii) of any Registrable Securities or of any other equity securities all of the Company’s executive officers and directors execute agreements identical to those referred to in this Section 6, that it shall not during the period beginning on, and ending ninety (90) days (subject to one extension of no more than 17 days if required by the underwriters in connection with NASD Rule 2711(f)(4) or any similar or successor provision) (or such shorter period as may be permitted by such managing underwriter or such earlier date on which the Company or any Affiliate or executive officer of the Company is permitted to sell shares of Common Stock) after, the effective date of the registration statement filed in connection with such Registration (the “Holdback Period”), except for Registrable Securities included in such Registration, effect any public sale or distribution of, directly or indirectly, any of the Registrable Securities or any securities convertible into or exercisable or exchangeable or exercisable for Common Stock held immediately prior to the effectiveness of the registration statement for such stock offering, including any sale pursuant to Rule 144 under the Securities Act; provided that such restrictions shall not apply to (v) any pledges of Registrable Securities by a Holder in favor of a lender or securitiesother similar financing source, during the period beginning seven (7w) days prior toany such sales, and ending sixty (60) days after (purchases, grants, transfers, dispositions or for such shorter period as arrangements to which the managing underwriter(s) may agree), subject to written notice thereof having been given by the Company to each such Holder settle or otherwise close any hedging instruments that were outstanding prior to the beginning of the Holdback Period unless the Holder of such Registrable Securities had proposed to sell Registrable Securities in the offering, (x) the transfer of Registrable Securities to any such period, the date beneficiary of the underwriting agreement of each Underwritten Offering made a Holder pursuant to a Registration Statement will, other testamentary document or applicable laws of descent, (y) the transfer of Registrable Securities as a bona fide gift or (z) the transfer of Registrable Securities to a family member or trust, provided that, in each of (x) through (z) the transferee agrees to be bound in writing by the terms of this Agreement prior to such transfer and no filing by any party (donor, donee, transferor or transferee) under the Exchange Act shall be required or shall be voluntarily made in connection with such transfer (other than Registrable Securities sold pursuant (i) a filing on a Form 5 made when required and (ii) filing a report under Section 16(a) of the Exchange Act in connection with a transfer or distribution to such Underwritten Offeringan Affiliate, provided that (isuch report discloses that the transfer is to an Affiliate of such entity and that the transferee will be bound by the terms of this Agreement as if it were the Holder) and such transfer shall not involve a disposition for value. In addition, notwithstanding the foregoing, any Holder that is a corporation, partnership or limited liability company, such entity (and its transferees or distributees) may transfer or distribute the duration Registrable Securities to any wholly-owned subsidiary of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on any of the Company, the officers, directors such entity or any other affiliate of the Company or any other stockholder of the Company on whom a restriction is imposed or with whom the Company has granted registration rights for any of its equity securities; (ii) the Holders shall not be subject to the foregoing restrictions if and partners, members, stockholders or Affiliates of such entity, or to the extent a charitable or family trust, provided that the managing underwriter(s) agree to waive the restriction set forth in such underwriting agreement for any of the Persons set forth in the immediately preceding clause (i); and (iii) this Section 6(a) shall not apply more than once in any twelve (12) consecutive month period with respect to any Underwritten Offerings in which the Holders are not permitted to participate to the extent of their pro rata holdings of Registrable Securities, so long as such Holders did not reduce transferee or eliminate their participation in any such Underwritten Offerings through their own voluntary decision. Each Holder distributee agrees to enter into any agreements reasonably requested be bound in writing by any managing underwriter reflecting the terms of this Agreement prior to such transfer and no filing by any party under the Exchange Act shall be required or shall be voluntarily made in connection with such transfer (other than a filing on a Form 5 made when required). No Holder subject to this Section 6 (or any officer and/or director of the Company bound by these restrictions as required by this Section 6) shall be released from any obligation under any agreement, arrangement or understanding entered into pursuant to or contemplated by this Section 6 unless all Holders are also released (to a similar extent in the case of a partial release) from their obligations under this Section 6(a). In the event of any such release the Company shall notify the Holders of any such release within three (3) business days after such release. If requested by the managing underwriter, each Holder shall enter, and shall use commercially reasonable efforts to ensure that each Affiliate of such Holder holding Registrable Securities enters, into a lock-up agreement with the applicable underwriters that is consistent with the agreement in the preceding sentence.