Common use of Lock-up Period; Lock-up Letters Clause in Contracts

Lock-up Period; Lock-up Letters. For a period commencing on the date hereof and ending on the 180th day after the date of the Prospectus (the “Lock-Up Period”), not to, directly or indirectly, (1) offer for sale, sell, pledge or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any Units or securities convertible into or exchangeable for Units (other than the Offered Units and Units issued pursuant to employee benefit plans, option plans or other employee compensation plans existing on the date hereof), or sell or grant options, rights or warrants with respect to any Units or securities convertible into or exchangeable for Units (other than the grant of options pursuant to option plans existing on the date hereof), (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such Units, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Units or other securities, in cash or otherwise, (3) file or cause to be filed a registration statement, including any amendments, with respect to the registration of any Units or securities convertible, exercisable or exchangeable into Units or any other securities of the Company or (4) publicly disclose the intention to do any of the foregoing, in each case without the prior written consent of the Representative on behalf of the Underwriters, and to cause each officer, director and affiliate of the Company set forth on Schedule V hereto to furnish to the Representative, prior to the Initial Delivery Date, a letter or letters, substantially in the form of Exhibit A hereto (the “Lock-Up Agreements”); notwithstanding the foregoing, if (1) during the last 17 days of the Lock-Up Period, the Company or the Partnership issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the Lock-Up Period, the Company or the Partnership announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, then the restrictions imposed in this Section 6(a)(viii) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the announcement of the material news or the occurrence of the material event, unless the Representative, on behalf of the Underwriters, waives such extension in writing;

Lock-up Period; Lock-up Letters. For a period commencing on the date hereof and ending on the 180th day after the date of the Prospectus (such 180-day period, the “"Lock-Up Period”"), not to, directly or indirectly, (1) offer for sale, sell, pledge or otherwise dispose of (or enter into any transaction or device that which is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any Common Units or securities convertible into or exchangeable for Common Units (other than the Offered Units and any Common Units issued pursuant to any employee benefit plans, qualified unit option plans or other employee compensation plans existing on the date hereofhereof or pursuant to currently outstanding options, warrants or rights), or sell or grant options, rights or warrants with respect to any Common Units or securities convertible into or exchangeable for Common Units (other than the grant of any options pursuant to any option plans existing on the date hereof), (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such Common Units, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Units or other securities, in cash or otherwise, (3) file make a demand for or cause exercise any right to cause, or otherwise attempt to cause, to be filed a registration statement, including any amendments, statement with respect to the registration of any Common Units or securities convertible, exercisable or exchangeable into Common Units or any other securities of the Company Partnership or (4) publicly disclose the intention to do any of the foregoing, foregoing in each case without the prior written consent of the Representative Xxxxxx Brothers Inc. on behalf of the Underwriters, and to cause each officer, director and affiliate of the Company set forth on Schedule V hereto Directed Unit Participants, Global Petroleum, Montello Oil, Xxxxx Holdings, Xxxxx Holdings II, Chelsea Terminal, Sandwich Terminal and each executive officer and director of the General Partner to furnish to the RepresentativeUnderwriters, prior to the Initial First Delivery Date, a letter or letters, substantially in the form of Exhibit A hereto (hereto. Notwithstanding the “Lock-Up Agreements”); notwithstanding the foregoingforegoing paragraph, if (1) during the last 17 days of the Lock-Up Period, the Company or the Partnership issues an earnings release or material news or a material event relating to the Company Partnership occurs or (2) prior to the expiration of the Lock-Up Period, the Company or the Partnership announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, then the restrictions imposed in this Section 6(a)(viii) the preceding paragraph shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the announcement of the material news or the occurrence of the material event, unless the RepresentativeXxxxxx Brothers Inc., on behalf of the Underwriters, waives such extension in writing;.

Lock-up Period; Lock-up Letters. For a period commencing on the date hereof and ending on the 180th 90th day after the date of the Prospectus (the “"Lock-Up Period”"), not to, directly or indirectly, (1) offer for sale, sell, pledge or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any Units or securities convertible into or exchangeable for Units (other than the Offered Units and Units issued pursuant to employee benefit plans, option plans or other employee compensation plans existing on the date hereof), or sell or grant options, rights or warrants with respect to any Units or securities convertible into or exchangeable for Units (other than the grant of options pursuant to option plans existing on the date hereof), (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such Units, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Units or other securities, in cash or otherwise, (3) file or cause to be filed a registration statement, including any amendments, with respect to the registration of any Units or securities convertible, exercisable or exchangeable into Units or any other securities of the Company or (4) publicly disclose the intention to do any of the foregoing, in each case without the prior written consent of the Representative Representatives on behalf of the Underwriters, and to cause each officer, officer and director and affiliate of the Company set forth on Schedule V hereto to furnish to the RepresentativeRepresentatives, prior to the Initial Delivery Date, a letter or letters, substantially in the form of Exhibit A hereto (the “"Lock-Up Agreements”"); notwithstanding the foregoing, if (1) during the last 17 days of the Lock-Up Period, the Company or the Partnership issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the Lock-Up Period, the Company or the Partnership announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, then the restrictions imposed in this Section 6(a)(viii5(a)(viii) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the announcement of the material news or the occurrence of the material event, unless the RepresentativeRepresentatives, on behalf of the Underwriters, waives waive such extension in writing;

Lock-up Period; Lock-up Letters. For a period commencing on the date hereof and ending on the 180th 60th day after the date of the Prospectus (the “Lock-Up Period”), not to, directly or indirectly, (1) offer for sale, sell, pledge or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any other Common Units or securities convertible into or exchangeable for Common Units (other than the Offered Units and Common Units issued pursuant to employee benefit plans, option plans or other employee compensation plans existing on the date hereofhereof or pursuant to currently outstanding options, warrants or rights), or sell or grant options, rights or warrants with respect to any Common Units or securities convertible into or exchangeable for Common Units (other than the grant of options grants pursuant to option plans existing on the date hereof), (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such Common Units, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Units or other securities, in cash or otherwise, (3) file or cause to be filed a registration statement, including any amendments, with respect to the registration of any Common Units or securities convertible, exercisable or exchangeable into Common Units or any other securities of the Company Partnership (other than any Registration Statement on Form S-8 relating to a plan existing on the date hereof) or (4) publicly disclose the intention to do any of the foregoing, in each case without the prior written consent of the Representative on behalf of the UnderwritersUnderwriter, and to cause each officer, director GP Corp and affiliate the executive officers and directors of the Company set forth on Schedule V hereto General Partner to furnish to the RepresentativeUnderwriter, prior to the Initial Delivery Date, a letter or letters, substantially in the form of Exhibit A C hereto (the “Lock-Up Agreements”); notwithstanding the foregoing, if (1) during the last 17 days of the Lock-Up Period, the Company Partnership or the Partnership PVR issues an earnings release or material news or a material event relating to the Company Partnership occurs or (2) prior to the expiration of the Lock-Up Period, the Company Partnership or the Partnership PVR announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, then the restrictions imposed in this Section 6(a)(viii) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the announcement of the material news or the occurrence of the material event, unless the Representative, on behalf of the Underwriters, Underwriter waives such extension in writing;.

Lock-up Period; Lock-up Letters. For a period commencing on the date hereof and ending on the 180th day after the date of the Prospectus (the “Lock-Up Period”), not to, directly or indirectly, (1) offer for sale, sell, pledge sell or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any other Common Units or securities convertible into or exchangeable for Common Units (other than the Offered Units and Common Units issued pursuant to employee benefit plans, option plans or other employee compensation plans existing on the date hereofplans), or sell or grant options, rights or warrants with respect to any Common Units or securities convertible into or exchangeable for Common Units (other than the grant of options pursuant to option plans existing on the date hereofplans), (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such Common Units, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Units or other securities, in cash or otherwise, (3) file or cause to be filed a registration statement, including any amendments, with respect to the registration of any Common Units or securities convertible, exercisable or exchangeable into Common Units or any other securities of the Company or (4) publicly disclose the intention to do any of the foregoing, in each case without the prior written consent of the Representative Representatives on behalf of the Underwriters, and to cause each officer, director the executive officers and affiliate directors of the Company set forth on Schedule V hereto General Partner to furnish to the RepresentativeRepresentatives, prior to the Initial Delivery Date, a letter or letters, substantially in the form of Exhibit A hereto (the “Lock-Up Agreements”); notwithstanding the foregoing, the Partnership may issue Common Units or any securities convertible or exchangeable into Common Units, including without limitation to Provident and its affiliates, as payment of any part of the purchase price for businesses that are acquired by the Partnership from Provident and its affiliates or any third party; provided, that any recipient of such Common Units must agree in writing to be bound by the terms of this Section 5(a)(viii) for the remaining term of the Lock-Up Period; notwithstanding the foregoing, if (1) during the last 17 days of the Lock-Up Period, the Company or the Partnership issues an earnings release or material news or a material event relating to the Company Partnership occurs or (2) prior to the expiration of the Lock-Up Period, the Company or the Partnership announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, then the restrictions imposed in this Section 6(a)(viii5(a)(viii) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the announcement of the material news or the occurrence of the material event, unless the RepresentativeRepresentatives, on behalf of the Underwriters, waives such extension in writing;

Lock-up Period; Lock-up Letters. For a period commencing on the date hereof and ending on the 180th 60th day after the date of the Prospectus (the “Lock-Up Period”), not to, directly or indirectly, (1) offer for sale, sell, pledge or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any Common Units or securities convertible into or exchangeable for Common Units (other than the Offered Units and Common Units issued pursuant to employee benefit plans, option plans or other employee compensation plans existing on the date hereof), or sell or grant options, rights or warrants with respect to any Common Units or securities convertible into or exchangeable for Common Units (other than the grant of options pursuant to option plans existing on the date hereof), (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such Common Units, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Units or other securities, in cash or otherwise, (3) file or cause to be filed a registration statement, including any amendments, with respect to the registration of any Common Units or securities convertible, exercisable or exchangeable into Common Units or any other securities of the Company Partnership or (4) publicly disclose the intention to do any of the foregoing, in each case without the prior written consent of the Representative Xxxxxx Xxxxxxx & Co. Incorporated on behalf of the Underwriters; provided, however, that the foregoing shall not apply to (i) the grant, issuance and sale of Common Units, phantom units, restricted units and options by the Partnership to employees and directors of NuStar GP under the NuStar GP, LLC Second Amended and Restated 2000 Long-Term Incentive Plan, amended and restated as of April 1, 2007, and the NuStar GP, LLC Amended and Restated Employee Unit Incentive Plan, or (ii) sales of Common Units to satisfy tax withholding obligations under the NuStar GP, LLC Second Amended and Restated 2000 Long-Term Incentive Plan, amended and restated as of April 1, 2007, and the NuStar GP, LLC Amended and Restated Employee Unit Incentive Plan; and to cause each officer, director and affiliate of the Company NuStar GP set forth on Schedule V IV hereto to furnish to the RepresentativeRepresentatives, prior to the Initial Delivery Date, a letter or letters, substantially in the form of Exhibit A hereto (the “Lock-Up Agreements”); notwithstanding the foregoing, if (1) during the last 17 days of the Lock-Up Period, the Company or the Partnership issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the Lock-Up Period, the Company or the Partnership announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, then the restrictions imposed in this Section 6(a)(viii) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the announcement of the material news or the occurrence of the material event, unless the Representative, on behalf of the Underwriters, waives such extension in writing;and

Lock-up Period; Lock-up Letters. For a period commencing on the date hereof and ending on the 180th day after the date of the Prospectus (the “Lock-Up Period”), not to, directly or indirectly, (1) offer for sale, sell, pledge or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any other Common Units or securities convertible into or exchangeable for Common Units (other than the Offered Units and Common Units issued pursuant to employee benefit plans, option plans or other employee compensation plans existing on the date hereof), or sell or grant options, rights or warrants with respect to any Common Units or securities convertible into or exchangeable for Common Units (other than the grant of options or restricted units pursuant to option plans existing on the date hereofhereof and filed with the Commission), (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such Common Units, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Units or other securities, in cash or otherwise, (3) file or cause to be filed a registration statement, including any amendments, with respect to the registration of any Common Units or securities convertible, exercisable or exchangeable into Common Units or any other securities of the Company Partnership (other than any Registration Statement on Form S-8 relating to a plan existing on the date hereof and filed with the Commission) or (4) publicly disclose the intention to do any of the foregoing, in each case without the prior written consent of the Representative Representatives on behalf of the Underwriters, and to cause each officerGP Corp, director Kanawha, LP Corp and affiliate the executive officers and directors of the Company set forth on Schedule V hereto General Partner to furnish to the RepresentativeRepresentatives, prior to the Initial Delivery Date, a letter or letters, substantially in the form of Exhibit A C hereto (the “Lock-Up Agreements”); notwithstanding the foregoing, if (1) during the last 17 days of the Lock-Up Period, the Company Partnership or the Partnership PVR issues an earnings release or material news or a material event relating to the Company Partnership occurs or (2) prior to the expiration of the Lock-Up Period, the Company Partnership or the Partnership PVR announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, then the restrictions imposed in this Section 6(a)(viii5(a)(viii) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the announcement of the material news or the occurrence of the material event, unless the RepresentativeRepresentatives, on behalf of the Underwriters, waives such extension in writing;

Lock-up Period; Lock-up Letters. For a period commencing on the date hereof and ending on the 180th day after the date of the Prospectus (such 180-day period, the “Lock-Up Period”), not to, directly or indirectly, (1) offer for sale, sell, pledge or otherwise dispose of (or enter into any transaction or device that which is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any Common Units or securities convertible into or exchangeable for Common Units (other than the Offered Units and any Common Units issued pursuant to any employee benefit plans, qualified unit option plans or other employee compensation plans existing on the date hereofhereof or pursuant to currently outstanding options, warrants or rights), or sell or grant options, rights or warrants with respect to any Common Units or securities convertible into or exchangeable for Common Units (other than the grant of any options pursuant to any option plans existing on the date hereof), (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such Common Units, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Units or other securities, in cash or otherwise, (3) file make a demand for or cause exercise any right to cause, or otherwise attempt to cause, to be filed a registration statement, including any amendments, statement with respect to the registration of any Common Units or securities convertible, exercisable or exchangeable into Common Units or any other securities of the Company Partnership or (4) publicly disclose the intention to do any of the foregoing, foregoing in each case without the prior written consent of the Representative Representatives, on behalf of the Underwriters; provided, however, that the forgoing will not apply to the offer for sale, sale or other issuance of Common Units or other securities to Duke Energy Field Services, LLC or any of its subsidiaries provided that any such recipient of Common Units or other securities enters into an agreement with the Underwriters substantially in the form of Exhibit A hereto, and to cause DEFS, and each officer, executive officer and director and affiliate of the Company set forth on Schedule V hereto General Partner and DCP Midstream GP, LLC to furnish to the RepresentativeUnderwriters, prior to the Initial First Delivery Date, a letter or letters, substantially in the form of Exhibit A hereto (hereto, and to cause each of the “Lock-Up Agreements”); notwithstanding Directed Unit Participants to furnish to Citigroup Global Markets Inc., prior to the foregoingFirst Delivery Date, a letter or letters, substantially in the form of Exhibit A hereto. Notwithstanding the foregoing paragraph, if (1) during the last 17 days of the Lock-Up Period, the Company or the Partnership issues an earnings release or material news or a material event relating to the Company Partnership occurs or (2) prior to the expiration of the Lock-Up Period, the Company or the Partnership announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, then the restrictions imposed in this Section 6(a)(viii) the preceding paragraph shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the announcement of the material news or the occurrence of the material event, unless the RepresentativeRepresentatives, on behalf of the Underwriters, waives such extension in writing;.

Lock-up Period; Lock-up Letters. For a period commencing on the date hereof and ending on the 180th 60th day after from the date of the Prospectus (the “Lock-Up Period”), not tothe NRP Parties shall not, directly or indirectly, (1i) offer for sale, sell, pledge or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any Common Units or securities convertible into or exchangeable for Common Units (other than the Offered Units and Common Units issued pursuant to employee benefit plans, qualified stock option plans or other employee compensation plans existing on the date hereofhereof or pursuant to currently outstanding options, warrants or rights), or sell or grant options, rights or warrants with respect to any Common Units or securities convertible into or exchangeable for Common Units (other than the grant of options or restricted units pursuant to option plans or employee benefit plans existing on the date hereof), (2ii) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such Common Units, whether any such transaction described in clause (1i) or (2ii) above is to be settled by delivery of Common Units or other securities, in cash or otherwise, (3iii) file or cause to be filed a registration statement, including any amendments, statement with respect to the registration of any Units or Common Units, securities convertible, exercisable or exchangeable into Common Units or any other securities of the Company Partnership or (4iv) publicly disclose the intention to do any of the foregoing, in each case without the prior written consent of the Representative Representative, on behalf of the Underwriters, and except that the NRP Parties may transfer such securities to cause each officer, director and affiliate affiliates of the Company General Partner or Managing General Partner provided that such affiliates agree in writing to be bound by the foregoing restrictions of this Section 6(a)(viii) by executing and delivering to the Representative a letter or letters substantially in the form of Exhibit A hereto, and (b) the Partnership may issue Common Units in connection with acquisitions provided that, in connection with such issuance, the recipients of such Common Units agree in writing to be bound by the foregoing restrictions of this Section 6(a)(viii)by executing and delivering to the Representative a letter or letters substantially in the form of Exhibit A hereto. Each executive officer and director of the Managing General Partner and each unitholder of the Partnership set forth on Schedule V 4 hereto to shall furnish to the RepresentativeUnderwriters, prior to or on the Initial Delivery Datedate of this Agreement, a letter or letters, substantially in the form of Exhibit A hereto (the “Lock-Up Agreements”); notwithstanding the foregoing, if (1) during the last 17 days of the Lock-Up Period, the Company or the Partnership issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the Lock-Up Period, the Company or the Partnership announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, then the restrictions imposed in this Section 6(a)(viii) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the announcement of the material news or the occurrence of the material event, unless the Representative, on behalf of the Underwriters, waives such extension in writing;.

Lock-up Period; Lock-up Letters. For a period commencing on the date hereof and ending on the 180th 45th day after from the date of the Prospectus (the “Lock-Up Period”), not tothe NRP Parties shall not, directly or indirectly, (1i) offer for sale, sell, pledge or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any Common Units or securities convertible into or exchangeable for Common Units (other than the Offered Units and Common Units issued pursuant to employee benefit plans, qualified stock option plans or other employee compensation plans existing on the date hereofhereof or pursuant to currently outstanding options, warrants or rights), or sell or grant options, rights or warrants with respect to any Common Units or securities convertible into or exchangeable for Common Units (other than the grant of options or restricted units pursuant to option plans or employee benefit plans existing on the date hereof), (2ii) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such Common Units, whether any such transaction described in clause (1i) or (2ii) above is to be settled by delivery of Common Units or other securities, in cash or otherwise, (3iii) file or cause to be filed a registration statement, including any amendments, statement with respect to the registration of any Units or Common Units, securities convertible, exercisable or exchangeable into Common Units or any other securities of the Company Partnership or (4iv) publicly disclose the intention to do any of the foregoing, in each case without the prior written consent of each of the Representative Representatives, on behalf of the Underwriters, and except that (a) the NRP Parties may transfer such securities to cause each officer, director and affiliate affiliates of the Company General Partner or Managing General Partner provided that such affiliates agree in writing to be bound by the foregoing restrictions of this Section 5(a)(viii) by executing and delivering to the Representatives a letter or letters substantially in the form of Exhibit A hereto, (b) after the first to occur of (x) the full exercise of the Underwriters’ option to purchase up to an additional 1,275,000 Common Units described in Section 2(b) below and (y) the expiration of the 30th day after the date of the Prospectus, the Partnership may enter into an equity distribution or similar agreement for sales of securities through an “at the market offering,” as such term is defined in Rule 415 of the 1933 Act, and issue Common Units or Preferred Units under such agreement or its existing equity distribution agreement through the Partnership’s effective registration statement on Form S-3 (Registration No. 333-183314) and (c) the Partnership may issue Common Units in connection with acquisitions provided that, in connection with such issuance, the recipients of such Common Units agree in writing to be bound by the foregoing restrictions of this Section 5(a)(viii) by executing and delivering to the Representatives a letter or letters substantially in the form of Exhibit A hereto. Each executive officer and director of the Managing General Partner and each unitholder of the Partnership set forth on Schedule V 4 hereto to shall furnish to the RepresentativeUnderwriters, prior to or on the Initial Delivery Datedate of this Agreement, a letter or letters, substantially in the form of Exhibit A hereto (the “Lock-Up Agreements”); notwithstanding the foregoing, if (1) during the last 17 days of the Lock-Up Period, the Company or the Partnership issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the Lock-Up Period, the Company or the Partnership announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, then the restrictions imposed in this Section 6(a)(viii) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the announcement of the material news or the occurrence of the material event, unless the Representative, on behalf of the Underwriters, waives such extension in writing;.

Lock-up Period; Lock-up Letters. For a period commencing on the date hereof and ending on the 180th day after the date of the Prospectus (the “Lock-Up Period”), not to, directly or indirectly, (1) offer for sale, sell, pledge or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any other Common Units or securities convertible into or exchangeable for Common Units (other than the Offered Units and Common Units issued pursuant to employee benefit plans, option plans or other employee compensation plans existing on the date hereof), or sell or grant options, rights or warrants with respect to any Common Units or securities convertible into or exchangeable for Common Units (other than the grant of options or restricted units pursuant to option plans existing on the date hereof), (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such Common Units, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Units or other securities, in cash or otherwise, (3) file or cause to be filed a registration statement, including any amendments, with respect to the registration of any Common Units or securities convertible, exercisable or exchangeable into Common Units or any other securities of the Company Partnership (other than any Registration Statement on Form S-8 relating to a plan existing on the date hereof) or (4) publicly disclose the intention to do any of the foregoing, in each case without the prior written consent of the Representative Representatives on behalf of the Underwriters, and to cause each officerGP Corp, director Kanawha, LP Corp and affiliate the executive officers and directors of the Company set forth on Schedule V hereto General Partner to furnish to the RepresentativeRepresentatives, prior to the Initial Delivery Date, a letter or letters, substantially in the form of Exhibit A C hereto (the “Lock-Up Agreements”); notwithstanding the foregoing, if (1) during the last 17 days of the Lock-Up Period, the Company Partnership or the Partnership PVR issues an earnings release or material news or a material event relating to the Company Partnership occurs or (2) prior to the expiration of the Lock-Up Period, the Company Partnership or the Partnership PVR announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, then the restrictions imposed in this Section 6(a)(viii5(a)(viii) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the announcement of the material news or the occurrence of the material event, unless the RepresentativeRepresentatives, on behalf of the Underwriters, waives such extension in writing;

Lock-up Period; Lock-up Letters. (A) For a period commencing on the date hereof and ending on the 180th 45th day after the date of the Prospectus (the “Lock-Up Period”), not to, directly or indirectly, (1) offer for sale, sell, pledge or otherwise transfer or dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any Common Units or securities convertible into or exchangeable for Common Units (other than the Offered Units and (x) Common Units issued pursuant to employee benefit plans, qualified unit option plans or other employee compensation plans existing on the date hereof, (y) Common Units issued in connection with any acquisition; provided, that in connection with such issuance, the seller(s) agrees in writing to be bound by the provisions of this Section 5(a)(xi) by executing and delivering to the Underwriter a letter or letters substantially in the form of Exhibit A hereto, or (z) or pursuant to currently outstanding options, warrants or rights), or sell or grant options, rights or warrants with respect to any Common Units or securities convertible into or exchangeable for Common Units (other than the grant of options pursuant to option plans existing on the date hereof), or (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such Common Units or securities convertible into or exchangeable for Common Units, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Units or other securities, in cash or otherwise, (3) file or cause to be filed a registration statement, including any amendments, with respect to the registration of register any Common Units or securities convertible, exercisable or exchangeable into Common Units or any other securities of the Company Partnership (other than any registration statement on Form S-8) or (4) publicly disclose the intention to do any of the foregoing, in each case case, without the prior written consent of the Representative on behalf of the Underwriters, Barclays Capital Inc.; and (B) to cause each officer, director and affiliate of the Company set forth person or entity listed on Schedule V hereto Annex 1 to furnish to the Representative, Underwriter on or prior to the Initial Delivery Datedate hereof (except as indicated on Annex 1), a letter or letters, substantially in the form of Exhibit A hereto (the “Lock-Up Agreements”); notwithstanding the foregoing, if (1) during the last 17 days of the Lock-Up Period, the Company or the Partnership issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the Lock-Up Period, the Company or the Partnership announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, then the restrictions imposed in this Section 6(a)(viii) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the announcement of the material news or the occurrence of the material event, unless the Representative, on behalf of the Underwriters, waives such extension in writing;hereto.

Lock-up Period; Lock-up Letters. For a period commencing on the date hereof and ending on the 180th 60th day after the date of the Prospectus (the “Lock-Up Period”)Prospectus, not to, directly or indirectly, (1) offer for sale, sell, pledge or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any other Common Units or securities convertible into or exchangeable for Common Units (other than the Offered Units and Common Units issued pursuant to employee benefit plans, option plans or other employee compensation plans existing on the date hereofhereof or pursuant to currently outstanding options, warrants or rights), or sell or grant options, rights or warrants with respect to any Common Units or securities convertible into or exchangeable for Common Units (other than the grant of options grants pursuant to option plans existing on the date hereof), (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such Common Units, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Units or other securities, in cash or otherwise, (3) file or cause to be filed a registration statement, including any amendments, with respect to the registration of any Common Units or securities convertible, exercisable or exchangeable into Common Units or any other securities of the Company Partnership (other than any Registration Statement on Form S-8 relating to a plan existing on the date hereof) or (4) publicly disclose the intention to do any of the foregoing, in each case without the prior written consent of the Representative on behalf of the UnderwritersXxxxx Fargo, and to cause each officer, director the General Partner and affiliate the executive officers and directors of the Company set forth on Schedule V hereto General Partner to furnish to the RepresentativeRepresentatives, on or prior to the Initial Delivery Datedate of this Agreement, a letter or letters, substantially in the form of Exhibit A C hereto (the “Lock-Up Agreements”); notwithstanding the foregoing, if (1) during the last 17 days of the Lock-Up Period, the Company or the Partnership issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the Lock-Up Period, the Company or the Partnership announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, then the restrictions imposed in this Section 6(a)(viii) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the announcement of the material news or the occurrence of the material event, unless the Representative, on behalf of the Underwriters, waives such extension in writing;.

Lock-up Period; Lock-up Letters. For a period commencing on the date hereof and ending on the 180th day after the date of the Prospectus (the “"Lock-Up Period”"), not to, directly or indirectly, (1) offer for sale, sell, pledge or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any other Common Units or securities convertible into or exchangeable for Common Units (other than the Offered Units and Common Units issued pursuant to employee benefit plans, option plans or other employee compensation plans existing on the date hereof), or sell or grant options, rights or warrants with respect to any Common Units or securities convertible into or exchangeable for Common Units (other than the grant of options or restricted units pursuant to option plans existing on the date hereofhereof or pursuant to currently outstanding options, warrants, restricted units or rights), (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such Common Units, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Units or other securities, in cash or otherwise, (3) file or cause to be filed a registration statement, including any amendments, with respect to the registration of any Common Units or securities convertible, exercisable or exchangeable into Common Units or any other securities of the Company Partnership (other than any registration statement on Form S-8) or (4) publicly disclose the intention to do any of the foregoing, in each case without the prior written consent of the Representative on behalf of the Underwriters, and to cause each officer, director the Contributing Parties and affiliate the executive officers and directors of the Company set forth on Schedule V hereto General Partner to furnish to the Representative, prior to the Initial Delivery Date, a letter or letters, substantially in the form of Exhibit A hereto (the “"Lock-Up Agreements”"); notwithstanding the foregoing, if (1) during the last 17 days of the Lock-Up Period, the Company or the Partnership issues an earnings release or material news or a material event relating to the Company Partnership occurs or (2) prior to the expiration of the Lock-Up Period, the Company or the Partnership announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, then the restrictions imposed in this Section 6(a)(viii5(a)(viii) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the announcement of the material news or the occurrence of the material event, unless the Representative, on behalf of the Underwriters, waives such extension in writing;

Lock-up Period; Lock-up Letters. For a period commencing on the date hereof and ending on the 180th 90th day after the date of the Prospectus (the “Lock-Up Period”), not to, directly or indirectly, (1) offer for sale, sell, pledge or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any Units or securities convertible into or exchangeable for Units (other than the Offered Units and Units issued pursuant to employee benefit plans, option plans or other employee compensation plans existing on the date hereof), or sell or grant options, rights or warrants with respect to any Units or securities convertible into or exchangeable for Units (other than the grant of options pursuant to option plans existing on the date hereof), (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such Units, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Units or other securities, in cash or otherwise, (3) file or cause to be filed a registration statement, including any amendments, with respect to the registration of any Units or securities convertible, exercisable or exchangeable into Units or any other securities of the Company or (4) publicly disclose the intention to do any of the foregoing, in each case without the prior written consent of the Representative Representatives on behalf of the Underwriters, and to cause each officer, officer and director and affiliate of the Company set forth on Schedule V hereto to furnish to the RepresentativeRepresentatives, prior to the Initial Delivery Date, a letter or letters, substantially in the form of Exhibit A hereto (the “Lock-Up Agreements”); notwithstanding the foregoing, if (1) during the last 17 days of the Lock-Up Period, the Company or the Partnership issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the Lock-Up Period, the Company or the Partnership announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, then the restrictions imposed in this Section 6(a)(viii5(a)(viii) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the announcement of the material news or the occurrence of the material event, unless the RepresentativeRepresentatives, on behalf of the Underwriters, waives waive such extension in writing;

Lock-up Period; Lock-up Letters. For a period commencing on the date hereof and ending on the 180th day after the date of the Prospectus (the “Lock-Up Period”), not to, directly or indirectly, (1) offer for sale, sell, pledge or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any other Common Units or securities convertible into or exchangeable for Common Units (other than the Offered Units and Common Units issued pursuant to employee benefit plans, option plans or other employee compensation plans existing on the date hereof), or sell or grant options, rights or warrants with respect to any Common Units or securities convertible into or exchangeable for Common Units (other than the grant of options or restricted units pursuant to option plans existing on the date hereof), (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such Common Units, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Units or other securities, in cash or otherwise, (3) file or cause to be filed a registration statement, including any amendments, with respect to the registration of any Common Units or securities convertible, exercisable or exchangeable into Common Units or any other securities of the Company Partnership (other than any registration statement on Form S-8) or (4) publicly disclose the intention to do any of the foregoing, in each case without the prior written consent of the Representative Representatives on behalf of the Underwriters, and to cause each officer, director EPOLP and affiliate the executive officers and directors of the Company set forth on Schedule V hereto General Partner to furnish to the RepresentativeRepresentatives, prior to the Initial Delivery Date, a an executed letter or letters, substantially in the form of Exhibit A hereto (the “Lock-Up Agreements”); notwithstanding the foregoing, if (1) during the last 17 days of the Lock-Up Period, the Company or the Partnership issues an earnings release or material news or a material event relating to the Company Partnership occurs or (2) prior to the expiration of the Lock-Up Period, the Company or the Partnership announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, then the restrictions imposed in this Section 6(a)(viii4(a)(viii) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the announcement of the material news or the occurrence of the material event, unless the RepresentativeRepresentatives, on behalf of the Underwriters, waives such extension in writing;

Lock-up Period; Lock-up Letters. For a period commencing on the date hereof and ending on the 180th 90th day after from the date of the Prospectus (the “Lock-Up Period”), not tothe NRP Parties shall not, directly or indirectly, (1i) offer for sale, sell, pledge or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any Common Units or securities convertible into or exchangeable for Common Units (other than the Offered Units and Common Units issued pursuant to employee benefit plans, qualified stock option plans or other employee compensation plans existing on the date hereofhereof or pursuant to currently outstanding options, warrants or rights), or sell or grant options, rights or warrants with respect to any Common Units or securities convertible into or exchangeable for Common Units (other than the grant of options or restricted units pursuant to option plans or employee benefit plans existing on the date hereof), (2ii) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such Common Units, whether any such transaction described in clause (1i) or (2ii) above is to be settled by delivery of Common Units or other securities, in cash or otherwise, (3iii) file or cause to be filed a registration statement, including any amendments, statement with respect to the registration of any Units or Common Units, securities convertible, exercisable or exchangeable into Common Units or any other securities of the Company Partnership or (4iv) publicly disclose the intention to do any of the foregoing, in each case without the prior written consent of each of the Representative Representatives, on behalf of the Underwriters, and except that the NRP Parties may transfer such securities to cause each officer, director and affiliate affiliates of the Company General Partner or Managing General Partner provided that such affiliates agree in writing to be bound by the foregoing restrictions of this Section 5(a)(vii) by executing and delivering to the Representatives a letter or letters substantially in the form of Exhibit A hereto, and (b) the Partnership may issue Common Units in connection with acquisitions provided that, in connection with such issuance, the recipients of such Common Units agree in writing to be bound by the foregoing restrictions of this Section 5(a)(vii) by executing and delivering to the Representatives a letter or letters substantially in the form of Exhibit A hereto. Each executive officer and director of the Managing General Partner and each unitholder of the Partnership set forth on Schedule V 4 hereto to shall furnish to the RepresentativeUnderwriters, prior to or on the Initial Delivery Datedate of this Agreement, a letter or letters, substantially in the form of Exhibit A hereto (the “Lock-Up Agreements”); notwithstanding the foregoing, if (1) during the last 17 days of the Lock-Up Period, the Company or the Partnership issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the Lock-Up Period, the Company or the Partnership announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, then the restrictions imposed in this Section 6(a)(viii) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the announcement of the material news or the occurrence of the material event, unless the Representative, on behalf of the Underwriters, waives such extension in writing;.

Lock-up Period; Lock-up Letters. (A) For a period commencing on the date hereof and ending on the 180th 45th day after the date of the Prospectus (the “Lock-Up Period”), not to, directly or indirectly, (1) offer for sale, sell, pledge or otherwise transfer or dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any Common Units or securities convertible into or exchangeable for Common Units (other than the Offered Units and (w) Common Units issued pursuant to employee benefit plans, qualified unit option plans or other employee compensation plans existing on the date hereof, (x) Common Units issued in connection with any acquisition; provided, that in connection with such issuance, the seller(s) agrees in writing to be bound by the provisions of this Section 5(a)(xi) by executing and delivering to the Representative a letter or letters substantially in the form of Exhibit A hereto, (y) pursuant to currently outstanding options, warrants or rights, or (z) pursuant to the Partnership’s Distribution Reinvestment Plan), or sell or grant options, rights or warrants with respect to any Common Units or securities convertible into or exchangeable for Common Units (other than the grant of options pursuant to option plans existing on the date hereof), or (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such Common Units or securities convertible into or exchangeable for Common Units, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Units or other securities, in cash or otherwise, (3) file or cause to be filed a registration statement, including any amendments, with respect to the registration of register any Common Units or securities convertible, exercisable or exchangeable into Common Units or any other securities of the Company Partnership (other than any registration statement on Form S-8) or (4) publicly disclose the intention to do any of the foregoing, in each case case, without the prior written consent of the Representative Barclays Capital Inc. on behalf of the Underwriters, ; and (B) to cause each officer, director and affiliate of the Company set forth person or entity listed on Schedule V hereto Annex 1 to furnish to the Representative, Barclays Capital Inc. on or prior to the Initial Delivery Datedate hereof (except as indicated on Annex 1), a letter or letters, substantially in the form of Exhibit A hereto (the “Lock-Up Agreements”); notwithstanding the foregoing, if (1) during the last 17 days of the Lock-Up Period, the Company or the Partnership issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the Lock-Up Period, the Company or the Partnership announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, then the restrictions imposed in this Section 6(a)(viii) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the announcement of the material news or the occurrence of the material event, unless the Representative, on behalf of the Underwriters, waives such extension in writing;hereto.

Lock-up Period; Lock-up Letters. For a period commencing on the date hereof and ending on the 180th day after the date of the Prospectus (the “Lock-Up Period”), not to, directly or indirectly, (1) offer for sale, sell, pledge or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any other Common Units or securities convertible into or exchangeable for Common Units (other than the Offered Units and Common Units issued pursuant to employee benefit plans, option plans or other employee compensation plans existing on the date hereof), or sell or grant options, rights or warrants with respect to any Common Units or securities convertible into or exchangeable for Common Units (other than the grant of options or restricted units pursuant to option plans existing on the date hereof), (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such Common Units, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Units or other securities, in cash or otherwise, (3) file or cause to be filed a registration statement, including any amendments, with respect to the registration of any Common Units or securities convertible, exercisable or exchangeable into Common Units or any other securities of the Company Partnership (other than any registration statement on Form S-8 relating to a plan existing on the date hereof) or (4) publicly disclose the intention to do any of the foregoing, in each case without the prior written consent of the Representative Representatives on behalf of the Underwriters, and to cause each officer, director and affiliate of the Company securityholder set forth on Schedule V II hereto to furnish to the RepresentativeRepresentatives, prior to the Initial Delivery Date, a letter or letters, substantially in the form of Exhibit A B hereto (the “Lock-Up Agreements”); notwithstanding the foregoing, if (1) during the last 17 days of the Lock-Up Period, the Company or the Partnership issues an earnings release or material news or a material event relating to the Company Partnership occurs or (2) prior to the expiration of the Lock-Up Period, the Company or the Partnership announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, then the restrictions imposed in this Section 6(a)(viii5(a)(viii) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the announcement of the material news or the occurrence of the material event, unless the RepresentativeRepresentatives, on behalf of the Underwriters, waives such extension in writing;writing The Lock-Up Period will not apply to the following: (i) an issuance of Common Units in connection with an acquisition that, had it occurred one year prior to the first day of the quarter in which it actually occurred, would have resulted, on an estimated pro forma basis, in an increase in the amount of Adjusted Operating Surplus (as defined in the Partnership Agreement) generated by the Partnership per Unit over such one-year period; and (ii) pledges of Common Units and Subordinated Units owned by Holdings as collateral for loans.

Lock-up Period; Lock-up Letters. For a period commencing on the date hereof and ending on the 180th 60th day after the date of the Prospectus (the “Lock-Up Period”), not to, directly or indirectly, (1) offer for sale, sell, pledge or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any other Common Units or securities convertible into or exchangeable for Common Units (other than the Offered Units and Common Units issued pursuant to employee benefit plans, option plans or other employee compensation plans existing on the date hereofhereof or pursuant to currently outstanding options, warrants or rights), or sell or grant options, rights or warrants with respect to any Common Units or securities convertible into or exchangeable for Common Units (other than the grant of options grants pursuant to option plans existing on the date hereof), (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such Common Units, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Units or other securities, in cash or otherwise, (3) file or cause to be filed a registration statement, including any amendments, with respect to the registration of any Common Units or securities convertible, exercisable or exchangeable into Common Units or any other securities of the Company Partnership (other than any Registration Statement on Form S-8 relating to a plan existing on the date hereof) or (4) publicly disclose the intention to do any of the foregoing, in each case without the prior written consent of the Representative on behalf of the UnderwritersBarclays Capital Inc., and to cause each officer, director GP Corp and affiliate the executive officers and directors of the Company set forth on Schedule V hereto General Partner to furnish to the RepresentativeRepresentatives, prior to the Initial Delivery Date, a letter or letters, substantially in the form of Exhibit A C hereto (the “Lock-Up Agreements”); notwithstanding the foregoing, if (1) during the last 17 days of the Lock-Up Period, the Company Partnership or the Partnership PVR issues an earnings release or material news or a material event relating to the Company Partnership occurs or (2) prior to the expiration of the Lock-Up Period, the Company Partnership or the Partnership PVR announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, then the restrictions imposed in this Section 6(a)(viii) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the announcement of the material news or the occurrence of the material event, unless the RepresentativeBarclays Capital Inc., on behalf of the Underwriters, waives such extension in writing;.

Lock-up Period; Lock-up Letters. For a period commencing on the date hereof and ending on the 180th day after the date of the Prospectus (the “Lock-Up Period”), not to, directly or indirectly, (1) offer for sale, sell, pledge or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any other Common Units or securities convertible into or exchangeable for Common Units (other than the Offered Units and Common Units issued pursuant to employee benefit plans, option plans or other employee compensation plans existing on the date hereof), or sell or grant options, rights or warrants with respect to any Common Units or securities convertible into or exchangeable for Common Units (other than the grant of options or restricted units pursuant to option plans existing on the date hereof), (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such Common Units, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Units or other securities, in cash or otherwise, (3) file or cause to be filed a registration statement, including any amendments, with respect to the registration of any Common Units or securities convertible, exercisable or exchangeable into Common Units or any other securities of the Company Partnerships (other than any registration statement on Form S-8 or Form S-4) or (4) publicly disclose the intention to do any of the foregoing, in each case without the prior written consent of the Representative Lxxxxx Brothers Inc., on behalf of the Underwriters, and to cause each officerEl Paso, director MLP GP, Holdings and affiliate the executive officers and directors of the Company set forth on Schedule V hereto MLP GP to furnish to the RepresentativeRepresentatives, prior to the Initial Delivery Date, a letter or lettersan executed letter, substantially in the form of Exhibit A B hereto (the “Lock-Up Agreements”); notwithstanding provided, that, the foregoingforegoing shall not apply with respect to (a) the issuance of Common Units in connection with the public offering contemplated hereby, (b) issuances of Common Units, or securities convertible into or exercisable or exchangeable for Common Units, pursuant to a Form S-4 in connection with a business combination or acquisition, provided, that, such issuances not exceed 5% of the total number of outstanding common units and the recipient agrees to hold the balance of any Common Units sold pursuant to a Form S-4 for the remainder of the Lock-Up Period; Notwithstanding the foregoing paragraph, if (1) during the last 17 days of the Lock-Up Period, the Company or the Partnership issues an earnings release or material news or a material event relating to the Company Partnership occurs or (2) prior to the expiration of the Lock-Up Period, the Company or the Partnership announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, then the restrictions imposed in this Section 6(a)(viii) paragraph shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the announcement of the material news or the occurrence of the material event, unless the Representative, Lxxxxx Brothers Inc. on behalf of the Underwriters, waives waive such extension in writing;

Lock-up Period; Lock-up Letters. For a period commencing on the date hereof and ending on the 180th day after the date of the Prospectus (the “Lock"LOCK-Up Period”UP PERIOD"), not to, directly or indirectly, (1) offer for sale, sell, pledge or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any Common Units or securities convertible into or exchangeable for Common Units (other than the Offered Units and Common Units issued pursuant to employee benefit plans, option plans or other employee compensation plans existing on the date hereof), or sell or grant options, rights or warrants with respect to any Common Units or securities convertible into or exchangeable for Common Units (other than the grant of options pursuant to option plans existing on the date hereof), (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such Common Units, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Units or other securities, in cash or otherwise, (3) file or cause to be filed a registration statement, including any amendments, with respect to the registration of any Common Units or securities convertible, exercisable or exchangeable into Common Units or any other securities of the Company Partnership or (4) publicly disclose the intention to do any of the foregoing, in each case without the prior written consent of the Representative on behalf of the Underwriters, and to cause each officer, director and affiliate unitholder of the Company set forth on Schedule V hereto Partnership or the General Partner, as applicable, to furnish to the Representative, Representative prior to the Initial Delivery Date, a letter or letters, substantially in the form of Exhibit A hereto (the “Lock"LOCK-Up Agreements”UP AGREEMENTS"); notwithstanding the foregoing, if (1) during the last 17 days of the Lock-Up Period, the Company Partnership or the Partnership APL issues an earnings release or material news or a material event relating to the Company Partnership occurs or (2) prior to the expiration of the Lock-Up Period, the Company Partnership or the Partnership APL announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, then the restrictions imposed in this Section 6(a)(viii5(a)(viii) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the announcement of the material news or the occurrence of the material event, unless the Representative, on behalf of the Underwriters, waives such extension in writing;

Lock-up Period; Lock-up Letters. For a period commencing on the date hereof and ending on the 180th 60th day after the date of the Prospectus (the “Lock-Up Period”), not to, directly or indirectly, (1) offer for sale, sell, pledge or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any other Common Units or securities convertible into or exchangeable for Common Units (other than the Offered Units and Common Units issued pursuant to employee benefit plans, option plans or other employee compensation plans existing on the date hereofhereof or pursuant to currently outstanding options, warrants or rights), or sell or grant options, rights or warrants with respect to any Common Units or securities convertible into or exchangeable for Common Units (other than the grant of options grants pursuant to option plans existing on the date hereof), (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such Common Units, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Units or other securities, in cash or otherwise, (3) file or cause to be filed a registration statement, including any amendments, with respect to the registration of any Common Units or securities convertible, exercisable or exchangeable into Common Units or any other securities of the Company Partnership (other than any Registration Statement on Form S-8 relating to a plan existing on the date hereof) or (4) publicly disclose the intention to do any of the foregoing, in each case without the prior written consent of the Representative on behalf of the UnderwritersBarclays Capital Inc., and to cause each officer, director LP Corp and affiliate the executive officers and directors of the Company set forth on Schedule V hereto General Partner to furnish to the RepresentativeRepresentatives, prior to the Initial Delivery Date, a letter or letters, substantially in the form of Exhibit A C hereto (the “Lock-Up Agreements”); notwithstanding the foregoing, if (1) during the last 17 days of the Lock-Up Period, the Company Partnership or the Partnership PVR issues an earnings release or material news or a material event relating to the Company Partnership occurs or (2) prior to the expiration of the Lock-Up Period, the Company Partnership or the Partnership PVR announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, then the restrictions imposed in this Section 6(a)(viii) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the announcement of the material news or the occurrence of the material event, unless the RepresentativeRepresentatives, on behalf of the Underwriters, waives such extension in writing;.

Lock-up Period; Lock-up Letters. For a period commencing on the date hereof and ending on the 180th day after the date of the Prospectus (such 180-day period, the “Lock-Up Period”), not to, directly or indirectly, (1) offer for sale, sell, pledge or otherwise dispose of (or enter into any transaction or device that which is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any Common Units or securities convertible into or exchangeable for Common Units (other than the Offered Units and any Common Units issued pursuant to any employee benefit plans, qualified unit option plans or other employee compensation plans existing on the date hereofhereof or pursuant to currently outstanding options, warrants or rights), or sell or grant options, rights or warrants with respect to any Common Units or securities convertible into or exchangeable for Common Units (other than the grant of any options pursuant to any option plans existing on the date hereof), (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such Common Units, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Units or other securities, in cash or otherwise, (3) file make a demand for or cause exercise any right to cause, or otherwise attempt to cause, to be filed a registration statement, including any amendments, statement with respect to the registration of any Common Units or securities convertible, exercisable or exchangeable into Common Units or any other securities of the Company Partnership or (4) publicly disclose the intention to do any of the foregoing, foregoing in each case without the prior written consent of the Representative Representatives, on behalf of the Underwriters, and to cause DEFS, and each officer, executive officer and director and affiliate of the Company set forth on Schedule V hereto General Partner and DCP Midstream GP, LLC to furnish to the RepresentativeUnderwriters, prior to the Initial First Delivery Date, a letter or letters, substantially in the form of Exhibit A hereto (hereto, and to cause each of the “Lock-Up Agreements”); notwithstanding Directed Unit Participants to furnish to Citigroup Global Markets Inc., prior to the foregoingFirst Delivery Date, a letter or letters, substantially in the form of Exhibit A hereto. Notwithstanding the foregoing paragraph, if (1) during the last 17 days of the Lock-Up Period, the Company or the Partnership issues an earnings release or material news or a material event relating to the Company Partnership occurs or (2) prior to the expiration of the Lock-Up Period, the Company or the Partnership announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, then the restrictions imposed in this Section 6(a)(viii) the preceding paragraph shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the announcement of the material news or the occurrence of the material event, unless the RepresentativeRepresentatives, on behalf of the Underwriters, waives such extension in writing;.

Lock-up Period; Lock-up Letters. For a period commencing on the date hereof and ending on the 180th day after the date of the Prospectus (the “Lock-Up Period”), not to, directly or indirectly, (1) offer for sale, sell, pledge or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any other Common Units or securities convertible into or exchangeable for Common Units (other than the Offered Units and Common Units issued pursuant to employee benefit plans, option plans or other employee compensation plans existing on the date hereof), or sell or grant options, rights or warrants with respect to any Common Units or securities convertible into or exchangeable for Common Units (other than the grant of options or restricted units pursuant to option plans existing on the date hereof), (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such Common Units, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Units or other securities, in cash or otherwise, (3) file or cause to be filed a registration statement, including any amendments, with respect to the registration of any Common Units or securities convertible, exercisable or exchangeable into Common Units or any other securities of the Company Partnership (other than any registration statement on Form S-8) or (4) publicly disclose the intention to do any of the foregoing, in each case without the prior written consent of the Representative on behalf of the Underwriters, and to cause each officer, director the Contributing Parties and affiliate the executive officers and directors of the Company set forth on Schedule V hereto General Partner to furnish to the Representative, prior to the Initial Delivery Date, a letter or letters, substantially in the form of Exhibit A hereto (the “Lock-Up Agreements”); notwithstanding the foregoing, if (1) during the last 17 days of the Lock-Up Period, the Company Partnership or the Partnership MLP issues an earnings release or material news or a material event relating to the Company Partnership occurs or (2) prior to the expiration of the Lock-Up Period, the Company Partnership or the Partnership MLP announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, then the restrictions imposed in this Section 6(a)(viii5(a)(viii) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the announcement of the material news or the occurrence of the material event, unless the Representative, on behalf of the Underwriters, waives such extension in writing;

Lock-up Period; Lock-up Letters. (A) For a period commencing on the date hereof and ending on the 180th 60th day after the date of the Prospectus (the “Lock-Up Period”), not to, directly or indirectly, (1) offer for sale, sell, pledge or otherwise transfer or dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any Common Units or securities convertible into or exchangeable for Common Units (other than the Offered Units and (x) Common Units issued pursuant to employee benefit plans, qualified unit option plans or other employee compensation plans existing on the date hereof, (y) Common Units issued in connection with any acquisition; provided, that in connection with such issuance, the seller(s) agrees in writing to be bound by the provisions of this Section 6(a)(xi) by executing and delivering to the Representatives a letter or letters substantially in the form of Exhibit A hereto, or (z) or pursuant to currently outstanding options, warrants or rights), or sell or grant options, rights or warrants with respect to any Common Units or securities convertible into or exchangeable for Common Units (other than the grant of options pursuant to option plans existing on the date hereof), (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such Common Units or securities convertible into or exchangeable for Common Units, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Units or other securities, in cash or otherwise, (3) file or cause to be filed a registration statement, including any amendments, with respect to the registration of register any Common Units or securities convertible, exercisable or exchangeable into Common Units or any other securities of the Company Partnership (other than any registration statement on Form S-8) or (4) publicly disclose the intention to do any of the foregoing, in each case case, without the prior written consent of the Representative Barclays Capital Inc. on behalf of the Underwriters, ; and (B) to cause each officer, director and affiliate of the Company set forth person or entity listed on Schedule V hereto Annex 1 to furnish to the RepresentativeRepresentatives, on or prior to the Initial Delivery Datedate hereof (except as indicated on Annex 1), a letter or letters, substantially in the form of Exhibit A hereto (the “Lock-Up Agreements”); notwithstanding the foregoing, if (1) during the last 17 days of the Lock-Up Period, the Company or the Partnership issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the Lock-Up Period, the Company or the Partnership announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, then the restrictions imposed in this Section 6(a)(viii) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the announcement of the material news or the occurrence of the material event, unless the Representative, on behalf of the Underwriters, waives such extension in writing;hereto.

Lock-up Period; Lock-up Letters. For a period commencing on the date hereof and ending on the 180th day after the date of the Prospectus (the “Lock-Up Period”), not to, directly or indirectly, (1) offer for sale, sell, pledge or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any other Common Units or securities convertible into or exchangeable for Common Units (other than the Offered Units and Common Units issued pursuant to employee benefit plans, option plans or other employee compensation plans existing on the date hereof), or sell or grant options, rights or warrants with respect to any Common Units or securities convertible into or exchangeable for Common Units (other than the grant of options or restricted units pursuant to option plans existing on the date hereof), (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such Common Units, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Units or other securities, in cash or otherwise, (3) file or cause to be filed a registration statement, including any amendments, with respect to the registration of any Common Units or securities convertible, exercisable or exchangeable into Common Units or any other securities of the Company Partnership (other than any registration statement on Form S-8) or (4) publicly disclose the intention to do any of the foregoing, in each case without the prior written consent of the Representative Representatives on behalf of the Underwriters, and to cause each officer, director EPOLP and affiliate the executive officers and directors of the Company set forth on Schedule V hereto General Partner to furnish to the RepresentativeRepresentatives, prior to the Initial Delivery Date, a an executed letter or letters, substantially in the form of Exhibit A hereto (the “Lock-Up Agreements”); notwithstanding the foregoing, if (1) during the last 17 days of the Lock-Up Period, the Company or the Partnership issues an earnings release or material news or a material event relating to the Company Partnership occurs or (2) prior to the expiration of the Lock-Up Period, the Company or the Partnership announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, then the restrictions imposed in this Section 6(a)(viii5(a)(viii) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the announcement of the material news or the occurrence of the material event, unless the RepresentativeRepresentatives, on behalf of the Underwriters, waives such extension in writing;

Lock-up Period; Lock-up Letters. (A) For a period commencing on the date hereof and ending on the 180th 60th day after the date of the Prospectus (the “Lock-Up Period”), not to, directly or indirectly, (1) offer for sale, sell, pledge or otherwise transfer or dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any Common Units or securities convertible into or exchangeable for Common Units (other than the Offered Units and (x) Common Units issued pursuant to employee benefit plans, qualified unit option plans or other employee compensation plans existing on the date hereof, (y) Common Units issued in connection with any acquisition; provided, that in connection with such issuance, the seller(s) agrees in writing to be bound by the provisions of this Section 5(a)(xi) by executing and delivering to the Representatives a letter or letters substantially in the form of Exhibit A hereto, or (z) or pursuant to currently outstanding options, warrants or rights), or sell or grant options, rights or warrants with respect to any Common Units or securities convertible into or exchangeable for Common Units (other than the grant of options pursuant to option plans existing on the date hereof), (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such Common Units or securities convertible into or exchangeable for Common Units, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Units or other securities, in cash or otherwise, (3) file or cause to be filed a registration statement, including any amendments, with respect to the registration of register any Common Units or securities convertible, exercisable or exchangeable into Common Units or any other securities of the Company Partnership (other than any registration statement on Form S-8) or (4) publicly disclose the intention to do any of the foregoing, in each case case, without the prior written consent of the Representative Barclays Capital Inc. on behalf of the Underwriters, ; and (B) to cause each officer, director and affiliate of the Company set forth person or entity listed on Schedule V hereto Annex 1 to furnish to the Representative, Representatives on or prior to the Initial Delivery Datedate hereof (except as indicated on Annex 1), a letter or letters, substantially in the form of Exhibit A hereto (the “Lock-Up Agreements”); notwithstanding the foregoing, if (1) during the last 17 days of the Lock-Up Period, the Company or the Partnership issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the Lock-Up Period, the Company or the Partnership announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, then the restrictions imposed in this Section 6(a)(viii) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the announcement of the material news or the occurrence of the material event, unless the Representative, on behalf of the Underwriters, waives such extension in writing;hereto.

Lock-up Period; Lock-up Letters. (A) For a period commencing on the date hereof and ending on the 180th 60th day after the date of the Prospectus (the “Lock-Up Period”), not to, directly or indirectly, (1) offer for sale, sell, pledge or otherwise transfer or dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any Common Units or securities convertible into or exchangeable for Common Units (other than the Offered Units and (x) Common Units issued pursuant to employee benefit plans, qualified unit option plans or other employee compensation plans existing on the date hereof, (y) Common Units issued in connection with any acquisition that satisfies the accretion test set forth in Section 5.7(b) of the Partnership Agreement; provided, that in connection with such issuance, the seller(s) agrees in writing to be bound by the provisions of this Section 5(a)(xi) by executing and delivering to the Representatives a letter or letters substantially in the form of Exhibit A hereto, or (z) or pursuant to currently outstanding options, warrants or rights), or sell or grant options, rights or warrants with respect to any Common Units or securities convertible into or exchangeable for Common Units (other than the grant of options pursuant to option plans existing on the date hereof), (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such Common Units or securities convertible into or exchangeable for Common Units, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Units or other securities, in cash or otherwise, (3) file or cause to be filed a registration statement, including any amendments, with respect to the registration of register any Common Units or securities convertible, exercisable or exchangeable into Common Units or any other securities of the Company Partnership (other than any registration statement on Form S-8) or (4) publicly disclose the intention to do any of the foregoing, in each case case, without the prior written consent of the Representative Citigroup Global Markets Inc. on behalf of the Underwriters, ; and (B) to cause each officer, director and affiliate of the Company set forth person or entity listed on Schedule V hereto Annex 1 to furnish to the RepresentativeRepresentatives, on or prior to the Initial Delivery Datedate hereof (except as indicated on Annex 1), a letter or letters, substantially in the form of Exhibit A hereto (the “Lock-Up Agreements”); notwithstanding the foregoing, if (1) during the last 17 days of the Lock-Up Period, the Company or the Partnership issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the Lock-Up Period, the Company or the Partnership announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, then the restrictions imposed in this Section 6(a)(viii) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the announcement of the material news or the occurrence of the material event, unless the Representative, on behalf of the Underwriters, waives such extension in writing;hereto.

Lock-up Period; Lock-up Letters. For a period commencing on the date hereof and ending on the 180th day date 45 days after the date of the Prospectus (the “Lock-Up Period”), not to, directly or indirectly, (1i) offer for sale, sell, pledge or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any TEPPCO Units or securities convertible into into, or exchangeable for Units (other than the Offered Units and Units issued pursuant to employee benefit plans, option plans or other employee compensation plans existing on the date hereof)TEPPCO Units, or sell or grant options, rights or warrants with respect to any TEPPCO Units or securities convertible into or exchangeable for TEPPCO Units (other than the grant of options pursuant to option plans existing on the date hereof), or (2ii) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such TEPPCO Units, whether any such transaction described in clause (1i) or (2ii) above is to be settled by delivery of TEPPCO Units or other securities, in cash or otherwise, (3iii) file or cause to be filed a registration statement, including any amendments, with respect to the registration of any TEPPCO Units or securities convertible, exercisable or exchangeable into TEPPCO Units or any other securities of the Company or (4iv) publicly disclose the intention to do any of the foregoing, in each case without the prior written consent of the Representative Representatives, provided, however, that the Partnership may (A) issue and sell the Units to the Underwriters in connection with the public offering contemplated by this Agreement, (B) file or participate in the filing of a registration statement with the Commission in respect of TEPPCO Units or securities convertible into or exercisable or exchangeable for TEPPCO Units under any employee unit option plan, employee unit ownership plan or other employee benefit or incentive plan or distribution reinvestment plan, (C) issue or sell TEPPCO Units or securities convertible into or exercisable or exchangeable for TEPPCO Units under any such plan and (D) issue or sell TEPPCO Units to the TEPPCO Employee Partnership pursuant to the Unit Purchase Agreement. Each person listed on behalf Schedule V, including each executive officer and director of the General Partner, shall furnish to the Underwriters, and to cause each officer, director and affiliate of the Company set forth on Schedule V hereto to furnish to the Representative, prior to or on the Initial First Delivery Date, a letter or letters, substantially in the form of Exhibit A hereto (the “Lock-Up Agreements”); notwithstanding the foregoing, if (1) during the last 17 days of the Lock-Up Period, the Company or the Partnership issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the Lock-Up Period, the Company or the Partnership announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, then the restrictions imposed in this Section 6(a)(viii) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the announcement of the material news or the occurrence of the material event, unless the Representative, on behalf of the Underwriters, waives such extension in writing;C hereto.