Common use of Overnight Underwritten Offering Piggyback Rights Clause in Contracts

Overnight Underwritten Offering Piggyback Rights. If, at any time following the date of this Agreement, the Company proposes to file an Underwritten Offering Filing and such Underwritten Offering is expected to be launched (the “Launch Date”) after the close of trading on one (1) trading day and priced before the open of trading on the next succeeding trading day (such execution format, an “Overnight Underwritten Offering”), then no later than one (1) Business Day after the Company engages a Managing Underwriter for the proposed Overnight Underwritten Offering, the Company shall notify (including, but not limited to, notice by electronic mail) the Holders of the pendency of the Overnight Underwritten Offering and such notice shall offer the Holders the opportunity to include in such Overnight Underwritten Offering such number of Registrable Securities as any Holder may request in writing within one (1) Business Day after the Holders receive such notice. Notwithstanding the foregoing, if the Company has been advised by the Managing Underwriter that the inclusion of Registrable Securities in the Overnight Underwritten Offering for the accounts of the Holders is likely to have a material adverse effect on the price, timing or distribution of the Common Stock, then the amount of Registrable Securities to be included in the Overnight Underwritten Offering for the accounts of Holders shall be determined based on the provisions of Section 2.2(c) of this Agreement. If, at any time after giving written notice of its intention to execute an Overnight Underwritten Offering and prior to the closing of such Overnight Underwritten Offering, the Company determines for any reason not to undertake or to delay such Overnight Underwritten Offering, the Company shall give written notice of such determination to the Holders and, (i) in the case of a determination not to undertake such Overnight Underwritten Offering, shall be relieved of its obligation to sell any Registrable Securities held by the Holders in connection with such abandoned or delayed Overnight Underwritten Offering, and (ii) in the case of a determination to delay such Overnight Underwritten Offering, shall be permitted to delay offering any Registrable Securities held by the Holders for the same period as the delay of the Overnight Underwritten Offering. Each Holder shall have the right to withdraw its request for inclusion of such Holder’s Registrable Securities in such Overnight Underwritten Offering by giving written notice to the Company of such withdrawal at least one (1) Business Day prior to the expected Launch Date. Notwithstanding the foregoing, a Holder may deliver an Opt-Out Notice to the Company requesting that such Holder not receive notice from the Company of any proposed Overnight Underwritten Offering.

Overnight Underwritten Offering Piggyback Rights. If, If at any time following during any Effectiveness Period the date of this Agreement, the Company Partnership proposes to file make an Underwritten Offering Filing and such Underwritten Offering is expected to be launched effected by launching an Underwritten Offering after the close of trading on one trading day (the “Launch Date”) after and pricing the close of trading on one (1) trading day and priced Underwritten Offering before the open of trading on the next succeeding trading day (the “Pricing Date” and, such execution format, an “Overnight Underwritten Offering”), then no later than one (1) three Business Day Days after the Company Partnership engages a Managing Underwriter for the proposed Overnight Underwritten Offering, (x) the Company Partnership shall notify (including, but not limited to, notice by electronic mail) the Holders of the pendency of the Overnight Underwritten Offering and such notice shall offer (y) if the Holders the opportunity propose to include Registrable Securities in such the Overnight Underwritten Offering, then the Managing Underwriter of the Overnight Underwritten Offering shall, no later than the 10th Business Day prior to the expected Launch Date, provide to the Selling Holders all of the documentation customarily required for the inclusion of Registrable Securities in the Overnight Underwritten Offering, including, without limitation, a custody agreement and power-of-attorney and Selling Holders’ customary representations and warranties (collectively, the “Selling Holder Documentation”). To include Registrable Securities in an Overnight Underwritten Offering, each Selling Holder shall, subject to receipt of notice of the Overnight Underwritten Offering and Selling Holder Documentation within the time periods set forth above, (A) complete its review and return the Selling Holder Documentation, with such revisions as have been agreed to by the Partnership (such agreement not to be unreasonably withheld) and the Selling Holder, at least seven Business Days prior to the expected Launch Date, (B) place the Registrable Securities eligible for inclusion in an Overnight Underwritten Offering into the custody of the Partnership’s transfer agent at least five Business Days prior to the expected Launch Date, (C) agree to participate following reasonable notice in any due diligence calls arranged by the Managing Underwriter of an Overnight Underwritten Offering on the expected Launch Date, the Pricing Date or in advance of the closing of an Overnight Underwritten Offering and any over-allotment option closing, and (D) unconditionally waive any right to withdraw any Registrable Securities placed into the custody of the Partnership’s transfer agent for inclusion in an Overnight Underwritten Offering within three Business Days of the expected Launch Date, whether on the basis of the offering price, underwriter discount, or for any other reason; provided, however, that the Partnership shall not be required to offer such opportunity to Holders if (aa) the Holders do not offer a minimum of $10 million of Registrable Securities, in the aggregate (determined by multiplying the number of Registrable Securities as any Holder may request in writing within one (1) Business Day after held by the participating Holders receive by the average of the closing price for Common Units for the 10 trading days preceding the date of such notice. Notwithstanding ) or (bb) the foregoing, if the Company Partnership has been advised by the Managing Underwriter that the inclusion of Registrable Securities in the Overnight Underwritten Offering for sale for the accounts benefit of the Holders is likely to will have a material an adverse effect on the price, timing or distribution of the Common StockUnits, then in which case the amount of Registrable Securities to be included in the Overnight Underwritten Offering offered for the accounts of participating Holders shall be determined based on the provisions of Section 2.2(c2.02(c) of this Agreement. If, at any time after giving written notice of its intention to execute undertake an Overnight Underwritten Offering and prior to the closing of such Overnight Underwritten Offering, the Company determines Partnership shall determine for any reason not to undertake or to delay such Overnight Underwritten Offering, the Company Partnership shall give written notice of such determination to the Selling Holders and, (i) in the case of a determination not to undertake such Overnight Underwritten Offering, shall be relieved of its obligation to sell any Registrable Securities held by the Selling Holders in connection with such abandoned or delayed terminated Overnight Underwritten Offering, and (ii) in the case of a determination to delay such Overnight Underwritten Offering, shall be permitted to delay offering any Registrable Securities held by the Selling Holders for the same period as the delay of the Overnight Underwritten Offering. Each Any Selling Holder shall have the right to withdraw its such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in such Overnight Underwritten Offering by giving written notice to the Company Partnership of such withdrawal at least one (1) three Business Day Days prior to the expected Launch Date. Each Holder’s rights under this Section 2.02(b) shall terminate when such Holder holds less than $10 million of Registrable Securities (based on the Unit Purchase Price). Notwithstanding the foregoing, a any Holder may deliver an Opt-Out Notice to the Company Partnership requesting that such Holder not receive notice from the Company Partnership of any proposed Overnight Underwritten Offering; provided, however, that such Holder may later revoke any such Opt-Out Notice in writing.

Overnight Underwritten Offering Piggyback Rights. If, If at any time following during any Effectiveness Period the date of this Agreement, the Company Partnership proposes to file make an Underwritten Offering Filing and such Underwritten Offering is expected to be launched effected by launching an Underwritten Offering after the close of trading on one trading day (the “Launch Date”) after and pricing the close of trading on one (1) trading day and priced Underwritten Offering before the open of trading on the next succeeding trading day (the “Pricing Date” and, such execution format, an “Overnight Underwritten Offering”), then no later than one three (13) Business Day Days after the Company Partnership engages a Managing Underwriter for the proposed Overnight Underwritten Offering, (x) the Company Partnership shall notify (including, but not limited to, notice by electronic mail) the Holders of the pendency of the Overnight Underwritten Offering and such notice shall offer (y) if the Holders the opportunity propose to include Registrable Securities in such the Overnight Underwritten Offering, then the Managing Underwriter of the Overnight Underwritten Offering shall, no later than the tenth (10th) Business Day prior to the expected Launch Date, provide to the Selling Holders all of the documentation customarily required for the inclusion of Registrable Securities in the Overnight Underwritten Offering, including, without limitation, a custody agreement and power-of-attorney and Selling Holders’ customary representations and warranties (collectively, the “Selling Holder Documentation”). To include Registrable Securities in an Overnight Underwritten Offering, each Selling Holder shall, subject to receipt of notice of the Overnight Underwritten Offering and Selling Holder Documentation within the time periods set forth above, (A) complete its review and return the Selling Holder Documentation, with such revisions as have been agreed to by the Partnership (such agreement not to be unreasonably withheld) and the Selling Holder, at least seven (7) Business Days prior to the expected Launch Date, (B) place the Registrable Securities eligible for inclusion in an Overnight Underwritten Offering into the custody of the Partnership’s transfer agent at least five (5) Business Days prior to the expected Launch Date, (C) agree to participate following reasonable notice in any due diligence calls arranged by the Managing Underwriter of an Overnight Underwritten Offering on the expected Launch Date, the Pricing Date or in advance of the closing of an Overnight Underwritten Offering and any over-allotment option closing, and (D) unconditionally waive any right to withdraw any Registrable Securities placed into the custody of the Partnership’s transfer agent for inclusion in an Overnight Underwritten Offering within three (3) Business Days of the expected Launch Date, whether on the basis of the offering price, underwriter discount, or for any other reason; provided, however, that the Partnership shall not be required to offer such opportunity to Holders if (aa) the Holders do not offer a minimum of $10 million of Registrable Securities, in the aggregate (determined by multiplying the number of Registrable Securities as any Holder may request in writing within one owned by the average of the closing price for Common Units for the ten (110) Business Day after trading days preceding the Holders receive date of such notice. Notwithstanding ) or (bb) the foregoing, if the Company Partnership has been advised by the Managing Underwriter that the inclusion of Registrable Securities in the Overnight Underwritten Offering for sale for the accounts benefit of the Holders is likely to will have a material an adverse effect on the price, timing or distribution of the Common StockUnits, then in which case the amount of Registrable Securities to be included in the Overnight Underwritten Offering offered for the accounts of participating Holders shall be determined based on the provisions of Section 2.2(c2.02(c) of this Agreement. If, at any time after giving written notice of its intention to execute undertake an Overnight Underwritten Offering and prior to the closing of such Overnight Underwritten Offering, the Company determines Partnership shall determine for any reason not to undertake or to delay such Overnight Underwritten Offering, the Company Partnership shall give written notice of such determination to the Selling Holders and, (i) in the case of a determination not to undertake such Overnight Underwritten Offering, shall be relieved of its obligation to sell any Registrable Securities held by the Selling Holders in connection with such abandoned or delayed terminated Overnight Underwritten Offering, and (ii) in the case of a determination to delay such Overnight Underwritten Offering, shall be permitted to delay offering any Registrable Securities held by the Selling Holders for the same period as the delay of the Overnight Underwritten Offering. Each Any Selling Holder shall have the right to withdraw its such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in such Overnight Underwritten Offering by giving written notice to the Company Partnership of such withdrawal at least one three (13) Business Day Days prior to the expected Launch Date. Each Holder’s rights under this Section 2.02(b) shall terminate when such Holder holds less than $10 million of Registrable Securities (based on the Unit Purchase Price). Notwithstanding the foregoing, a any Holder may deliver an Opt-Out Notice to the Company Partnership requesting that such Holder not receive notice from the Company Partnership of any proposed Overnight Underwritten Offering; provided, however, that such Holder may later revoke any such Opt-Out Notice in writing.

Overnight Underwritten Offering Piggyback Rights. If, If at any time following during any Effectiveness Period the date of this Agreement, the Company Partnership proposes to file make an Underwritten Offering Filing and such Underwritten Offering is expected to be launched effected by launching an Underwritten Offering after the close of trading on one trading day (the “Launch Date”) after and pricing the close of trading on one (1) trading day and priced Underwritten Offering before the open of trading on the next succeeding trading day (the “Pricing Date” and, such execution format, an “Overnight Underwritten Offering”), then no later than one (1) three Business Day Days after the Company Partnership engages a Managing Underwriter for the proposed Overnight Underwritten Offering, (x) the Company Partnership shall notify (including, but not limited to, notice by electronic mail) the Holders of the pendency of the Overnight Underwritten Offering and such notice shall offer (y) if the Holders the opportunity propose to include Registrable Securities in such the Overnight Underwritten Offering, then the Managing Underwriter of the Overnight Underwritten Offering such number of Registrable Securities as any Holder may request in writing within one (1) shall, no later than the 10th Business Day after prior to the expected Launch Date, provide to the Selling Holders receive such notice. Notwithstanding all of the foregoing, if the Company has been advised by the Managing Underwriter that documentation customarily required for the inclusion of Registrable Securities in the Overnight Underwritten Offering for Offering, including, without limitation, a custody agreement and power-of-attorney and Selling Holders’ customary representations and warranties (collectively, the accounts of the Holders is likely to have a material adverse effect on the price, timing or distribution of the Common Stock, then the amount of “Selling Holder Documentation”). To include Registrable Securities in an Overnight Underwritten Offering, each Selling Holder shall, subject to be included in receipt of notice of the Overnight Underwritten Offering for and Selling Holder Documentation within the accounts of Holders shall time periods set forth above, (A) complete its review and return the Selling Holder Documentation, with such revisions as have been agreed to by the Partnership (such agreement not to be determined based on unreasonably withheld) and the provisions of Section 2.2(c) of this Agreement. IfSelling Holder, at any time after giving written notice of its intention to execute an Overnight Underwritten Offering and prior to the closing of such Overnight Underwritten Offering, the Company determines for any reason not to undertake or to delay such Overnight Underwritten Offering, the Company shall give written notice of such determination to the Holders and, (i) in the case of a determination not to undertake such Overnight Underwritten Offering, shall be relieved of its obligation to sell any Registrable Securities held by the Holders in connection with such abandoned or delayed Overnight Underwritten Offering, and (ii) in the case of a determination to delay such Overnight Underwritten Offering, shall be permitted to delay offering any Registrable Securities held by the Holders for the same period as the delay of the Overnight Underwritten Offering. Each Holder shall have the right to withdraw its request for inclusion of such Holder’s Registrable Securities in such Overnight Underwritten Offering by giving written notice to the Company of such withdrawal at least one (1) seven Business Day Days prior to the expected Launch Date. Notwithstanding , (B) place the foregoing, a Holder may deliver Registrable Securities eligible for inclusion in an Opt-Out Notice Overnight Underwritten Offering into the custody of the Partnership’s transfer agent at least five Business Days prior to the Company requesting that such Holder not receive expected Launch Date, (C) agree to participate following reasonable notice from in any due diligence calls arranged by the Company Managing Underwriter of any proposed an Overnight Underwritten Offering.Offering on the expected Launch Date, the Pricing Date or in advance of the closing of an Overnight Underwritten Offering and any over-allotment option closing, and

Overnight Underwritten Offering Piggyback Rights. If, at any time following the date of this Agreementduring any Effectiveness Period, the Company Parent proposes to file an Underwritten Offering Filing and such Underwritten Offering is expected to be launched (the “Launch Date”) after the close of trading on one (1) trading day and priced before the open of trading on the next succeeding trading day (such execution format, an “Overnight Underwritten Offering”), then no later than one (1) Business Day after the Company Parent engages a one or more Managing Underwriter Underwriter(s) for the proposed Overnight Underwritten Offering, the Company Parent shall notify (including, but not limited to, notice by electronic mail) the Holders of the pendency of the Overnight Underwritten Offering and such notice shall offer the Holders the opportunity to include in such Overnight Underwritten Offering such number of Registrable Securities as any each such Holder may request in writing within one (1) two Business Day Days after the Holders receive such Holder receives such notice. Notwithstanding the foregoing, if the Company Parent has been advised by the Managing Underwriter Underwriter(s) that the inclusion of Registrable Securities in the Overnight Underwritten Offering for the accounts of the Selling Holders is likely to have a material adverse effect on the price, timing or distribution of the Class A Common StockStock being offered in such Overnight Underwritten Offering, then the amount of Registrable Securities to be included in the Overnight Underwritten Offering for the accounts of Selling Holders shall be determined based on the provisions of Section 2.2(c2.02(c) of this Agreement. If, at any time after giving written notice of its intention to execute an Overnight Underwritten Offering and prior to the closing of such Overnight Underwritten Offering, the Company Parent determines for any reason not to undertake or to delay such Overnight Underwritten Offering, the Company Parent shall give written notice of such determination to the Selling Holders and, (i) in the case of a determination not to undertake such Overnight Underwritten Offering, shall be relieved of its obligation to sell any Registrable Securities held by the Selling Holders in connection with such abandoned or delayed Overnight Underwritten Offering, and (ii) in the case of a determination to delay such Overnight Underwritten Offering, shall be permitted to delay offering any Registrable Securities held by the Selling Holders for the same period as the delay of the Overnight Underwritten Offering. Each Any Selling Holder shall have the right to withdraw its such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in such Overnight Underwritten Offering by giving written notice to the Company Parent of such withdrawal at least one (1) Business Day prior to the expected Launch Date. Notwithstanding the foregoing, a any Holder may deliver an Opt-Out Notice to the Company Parent requesting that such Holder not receive notice from the Company Parent of any proposed Overnight Underwritten OfferingOffering and, following receipt of such an Opt-Out Notice from a Holder, Parent shall not deliver any notice to such Holder pursuant to this Section 2.02(b), unless such Opt-Out Notice is revoked by such Holder.

Overnight Underwritten Offering Piggyback Rights. If, If at any time following during any Effectiveness Period the date of this Agreement, the Company Registrant proposes to file an Underwritten Offering Filing and such Underwritten Offering is expected to be launched (the “Launch Date”) after the close of trading on one (1) trading day and priced (the “Pricing Date”) before the open of trading on the next succeeding trading day (such execution format, an “Overnight Underwritten Offering”), then no later than one three (13) Business Day Days after the Company Registrant engages a Managing Underwriter for the proposed Overnight Underwritten Offering, the Company Registrant shall notify (including, but not limited to, notice by electronic mail) the Holders Unitholders of the pendency of the Overnight Underwritten Offering and such notice shall offer the Holders Unitholders the opportunity to include in such Overnight Underwritten Offering such number of Registrable Securities as any each such Holder may request in writing within one (1) Business Day after the Holders receive such noticewriting. Notwithstanding the foregoing, if the Company Registrant has been advised by the Managing Underwriter that the inclusion of Registrable Securities in the Overnight Underwritten Offering for the accounts of the Participating Holders is likely to have a material an adverse effect on the price, timing or distribution of the Common StockUnits, then the amount of Registrable Securities to be included in the Overnight Underwritten Offering for the accounts of Participating Holders shall be determined based on the provisions of Section 2.2(c2.02(c) of this Agreement. If, at any time after giving written notice of its intention to execute an Overnight Underwritten Offering and prior to the closing of such Overnight Underwritten Offering, the Company Registrant determines for any reason not to undertake or to delay such Overnight Underwritten Offering, the Company Registrant shall give written notice of such determination to the Participating Holders and, (i) in the case of a determination not to undertake such Overnight Underwritten Offering, shall be relieved of its obligation to sell any Registrable Securities held by the Participating Holders in connection with such abandoned or delayed Overnight Underwritten Offering, and (ii) in the case of a determination to delay such Overnight Underwritten Offering, shall be permitted to delay offering any Registrable Securities held by the Participating Holders for the same period as the delay of the Overnight Underwritten Offering. Each Any Participating Holder shall have the right to withdraw its such Participating Holder’s request for inclusion of such Participating Holder’s Registrable Securities in such Overnight Underwritten Offering by giving written notice to the Company Registrant of such withdrawal at least one three (13) Business Day Days prior to the expected Launch Date. Notwithstanding the foregoing, a Holder may deliver an Opt-Out Notice to the Company requesting that Each Holder’s rights under this Section 2.02(b) shall terminate when such Holder not receive notice from holds less than $1 million of Registrable Securities (based on the Company of any proposed Overnight Underwritten OfferingCommon Unit Price).

Overnight Underwritten Offering Piggyback Rights. If, at any time following the date of this Agreementon or after February 2, 2020, the Company proposes to file an Underwritten Offering Filing and such Underwritten Offering is expected to be launched (the “Launch Date”) after the close of trading on one (1) trading day and priced before the open of trading on the next succeeding trading day (such execution format, an “Overnight Underwritten Offering”), then no later than one (1) Business Day after the Company engages a Managing Underwriter for the proposed Overnight Underwritten Offering, the Company shall notify (including, but not limited to, notice by electronic mail) the Holders of the pendency of the Overnight Underwritten Offering and such notice shall offer the Holders the opportunity to include in such Overnight Underwritten Offering such number of Registrable Securities as any Holder may request in writing within one (1) Business Day after the Holders receive such notice. Notwithstanding the foregoing, if the Company has been advised by the Managing Underwriter that the inclusion of Registrable Securities in the Overnight Underwritten Offering for the accounts of the Selling Holders is likely to have a material an adverse effect on the price, timing or distribution of the Common Stock, then the amount of Registrable Securities to be included in the Overnight Underwritten Offering for the accounts of Selling Holders shall be determined based on the provisions of Section 2.2(c) of this Agreement. If, at any time after giving written notice of its intention to execute an Overnight Underwritten Offering and prior to the closing of such Overnight Underwritten Offering, the Company determines for any reason not to undertake or to delay such Overnight Underwritten Offering, the Company shall give written notice of such determination to the Selling Holders and, (i) in the case of a determination not to undertake such Overnight Underwritten Offering, shall be relieved of its obligation to sell any Registrable Securities held by the Selling Holders in connection with such abandoned or delayed Overnight Underwritten Offering, and (ii) in the case of a determination to delay such Overnight Underwritten Offering, shall be permitted to delay offering any Registrable Securities held by the Selling Holders for the same period as the delay of the Overnight Underwritten Offering. Each Selling Holder shall have the right to withdraw its request for inclusion of such Selling Holder’s Registrable Securities in such Overnight Underwritten Offering by giving written notice to the Company of such withdrawal at least one (1) Business Day prior to the expected Launch Date. Notwithstanding the foregoing, a Holder may deliver an Opt-Out Notice to the Company requesting that such Holder not receive notice from the Company of any proposed Overnight Underwritten Offering.

Overnight Underwritten Offering Piggyback Rights. If, at any time after 180 days following the date of this Agreement, the Company proposes to file an Underwritten Offering Filing and such Underwritten Offering is expected to be launched (the “Launch Date”) after the close of trading on one (1) trading day and priced before the open of trading on the next succeeding trading day (such execution format, an “Overnight Underwritten Offering”), then no later than one (1) Business Day after the Company engages a Managing Underwriter for the proposed Overnight Underwritten Offering, the Company shall notify (including, but not limited to, notice by electronic mail) the Holders of the pendency of the Overnight Underwritten Offering and such notice shall offer the Holders the opportunity to include in such Overnight Underwritten Offering such number of Registrable Securities as any Holder may request in writing within one (1) Business Day after the Holders receive such notice. Notwithstanding the foregoing, if the Company has been advised by the Managing Underwriter that the inclusion of Registrable Securities in the Overnight Underwritten Offering for the accounts of the Selling Holders is likely to have a material adverse effect on the price, timing or distribution of the Common Stock, then the amount of Registrable Securities to be included in the Overnight Underwritten Offering for the accounts of Selling Holders shall be determined based on the provisions of Section 2.2(c) of this Agreement. If, at any time after giving written notice of its intention to execute an Overnight Underwritten Offering and prior to the closing of such Overnight Underwritten Offering, the Company determines for any reason not to undertake or to delay such Overnight Underwritten Offering, the Company shall give written notice of such determination to the Selling Holders and, (i) in the case of a determination not to undertake such Overnight Underwritten Offering, shall be relieved of its obligation to sell any Registrable Securities held by the Selling Holders in connection with such abandoned or delayed Overnight Underwritten Offering, and (ii) in the case of a determination to delay such Overnight Underwritten Offering, shall be permitted to delay offering any Registrable Securities held by the Selling Holders for the same period as the delay of the Overnight Underwritten Offering. Each Selling Holder shall have the right to withdraw its request for inclusion of such Selling Holder’s Registrable Securities in such Overnight Underwritten Offering by giving written notice to the Company of such withdrawal at least one (1) Business Day prior to the expected Launch Date. Notwithstanding the foregoing, a Holder may deliver an Opt-Out Notice to the Company requesting that such Holder not receive notice from the Company of any proposed Overnight Underwritten Offering.

Overnight Underwritten Offering Piggyback Rights. If, If at any time following during any Effectiveness Period the date of this Agreement, the Company Registrant proposes to file an Underwritten Offering Filing and such Underwritten Offering is expected to be launched commence marketing (the “Launch Date”) after the close of trading on one (1) trading day and priced (the “Pricing Date”) before the open of trading on the next succeeding trading day (such execution format, an “Overnight Underwritten Offering”), then no later than one three (13) Business Day Days after the Company Registrant engages a Managing Underwriter for the proposed Overnight Underwritten Offering, the Company Registrant shall notify (including, but not limited to, notice by electronic mail) the Holders of the pendency of the Overnight Underwritten Offering and such notice shall offer the Holders the opportunity to include in such Overnight Underwritten Offering such number of Registrable Securities as any each such Holder may request in writing within one (1) Business Day after the Holders receive such noticewriting. Notwithstanding the foregoing, if the Company Registrant has been advised by the Managing Underwriter that the inclusion of Registrable Securities in the Overnight Underwritten Offering for the accounts of the Participating Holders is likely to have a material an adverse effect on the price, timing or distribution of the Common Stock, then the amount of Registrable Securities to be included in the Overnight Underwritten Offering for the accounts of Participating Holders shall be determined based on the provisions of Section 2.2(c4.2(c) of this Agreement. If, at any time after giving written notice of its intention to execute an Overnight Underwritten Offering and prior to the closing of such Overnight Underwritten Offering, the Company Registrant determines for any reason not to undertake or to delay such Overnight Underwritten Offering, the Company Registrant shall give written notice of such determination to the Participating Holders and, (i) in the case of a determination not to undertake such Overnight Underwritten Offering, shall be relieved of its obligation to sell any Registrable Securities held by the Participating Holders in connection with such abandoned or delayed Overnight Underwritten Offering, and (ii) in the case of a determination to delay such Overnight Underwritten Offering, shall be permitted to delay offering any Registrable Securities held by the Participating Holders for the same period as the delay of the Overnight Underwritten Offering. Each Any Participating Holder shall have the right to withdraw its such Participating Holder’s request for inclusion of such Participating Holder’s Registrable Securities in such Overnight Underwritten Offering by giving written notice to the Company Registrant of such withdrawal at least one three (13) Business Day Days prior to the expected Launch Date. Each Holder’s rights under this Section 4.2(b) shall terminate when such Holder holds less than $15 million of Registrable Securities (based on the Market Price). Notwithstanding the foregoing, a any Holder may deliver an Opt-Out Notice to the Company Registrant requesting that such Holder not receive notice from the Company Registrant of any proposed Overnight Underwritten Offering.

Overnight Underwritten Offering Piggyback Rights. If, at any time following the date of this Agreementon or after February 2, 2020, the Company proposes to file an Underwritten Offering Filing and such Underwritten Offering is expected to be launched (the “Launch Date”) after the close of trading on one (1) trading day and priced before the open of trading on the next succeeding trading day (such execution format, an “Overnight Underwritten Offering”), then no later than one (1) Business Day after the Company engages a Managing Underwriter for the proposed Overnight Underwritten Offering, the Company shall notify (including, but not limited to, notice by electronic mail) the Holders of the pendency of the Overnight Underwritten Offering and such notice shall offer the Holders the opportunity to include in such Overnight Underwritten Offering such number of Registrable Securities as any Holder may request in writing within one (1) Business Day after the Holders receive such notice. Notwithstanding the foregoing, if the Company has been advised by the Managing Underwriter that the inclusion of Registrable Securities in the Overnight Underwritten Offering for the accounts of the Selling Holders is likely to have a material an adverse effect on the price, timing or distribution of the Common Stock, then the amount of Registrable Securities to be included in the Overnight Underwritten Offering for the accounts of Selling Holders shall be determined based on the provisions of Section 2.2(c) of this Agreement. If, at any time after giving written notice of its intention to execute an Overnight Underwritten Offering and prior to the closing of such Overnight Underwritten Offering, the Company determines for any reason not to undertake or to delay such Overnight Underwritten Offering, the Company shall give written notice of such determination to the Selling Holders and, (i) in the case of a determination not to undertake such Overnight Underwritten Offering, shall be relieved of its obligation to sell any Registrable Securities held by the Selling Holders in connection with such abandoned or delayed Overnight Underwritten Offering, and (ii) in the case of a determination to delay such Overnight Underwritten Offering, shall be permitted to delay offering any Registrable Securities held by the Selling Holders for the same period as the delay of the Overnight Underwritten Offering. Each Selling Holder shall have the right to withdraw its request for inclusion of such Selling Holder’s Registrable Securities in such Overnight Underwritten Offering by giving written notice to the Company of such withdrawal at least one (1) Business Day prior to the expected Launch Date. Notwithstanding the foregoing, a Holder may deliver an Opt-Out Notice to the Company requesting that such Holder not receive notice from the Company of any proposed Overnight Underwritten Offering.. (c)

Overnight Underwritten Offering Piggyback Rights. If, If at any time following the date of this Agreement, the Company during any Effectiveness Period Copano proposes to file make an Underwritten Offering Filing and such Underwritten Offering is expected to be launched effected by launching an Underwritten Offering after the close of trading on one trading day (the “Launch Date”) after and pricing the close of trading on one (1) trading day and priced Underwritten Offering before the open of trading on the next succeeding trading day (the “Pricing Date” and, such execution format, an “Overnight Underwritten Offering”), then no later than one three (13) Business Day Days after the Company Copano engages a Managing Underwriter for the proposed Overnight Underwritten Offering, the Company (x) Copano shall notify (including, but not limited to, notice by electronic mail) the Holders of the pendency of the Overnight Underwritten Offering and such notice shall offer (y) if the Holders the opportunity propose to include Registrable Securities in such the Overnight Underwritten Offering, then the Managing Underwriter of the Overnight Underwritten Offering shall, no later than the tenth (10th) Business Day prior to the expected Launch Date, provide to the Selling Holders all of the documentation customarily required for the inclusion of Registrable Securities in the Overnight Underwritten Offering, including, without limitation, a custody agreement and power-of-attorney, Selling Holders’ customary representations and warranties, and a form of legal opinion required to be delivered by counsel to the Selling Holders (in form and substance reasonably acceptable to counsel for the Selling Holders) at the closing of an Overnight Underwritten Offering and any over-allotment option closing (collectively, the “Selling Holder Documentation”). To include Registrable Securities in an Overnight Underwritten Offering, each Selling Holder shall, subject to receipt of notice of the Overnight Underwritten Offering and Selling Holder Documentation within the time periods set forth above, (A) complete its review and return the Selling Holder Documentation, with such revisions as have been agreed to by Copano (such agreement not to be unreasonably withheld) and the Selling Holder, at least seven (7) Business Days prior to the expected Launch Date, (B) place the Registrable Securities eligible for inclusion in an Overnight Underwritten Offering into the custody of Copano’s transfer agent at least five (5) Business Days prior to the expected Launch Date, (C) agree to participate following reasonable notice in any due diligence calls arranged by the Managing Underwriter of an Overnight Underwritten Offering on the expected Launch Date, the Pricing Date or in advance of the closing of an Overnight Underwritten Offering and any over-allotment option closing, and (D) unconditionally waive any right to withdraw any Registrable Securities placed into the custody of Copano’s transfer agent for inclusion in an Overnight Underwritten Offering within three (3) Business Days of the expected Launch Date, whether on the basis of the offering price, underwriter discount, or for any other reason; provided, however, that Copano shall not be required to offer such opportunity to Holders if (aa) the Holders do not offer a minimum of $15 million of Registrable Securities, in the aggregate (determined by multiplying the number of Registrable Securities as any Holder may request in writing within one held by the participating Holders by the average of the closing price on NASDAQ for Common Units for the ten (110) Business Day after trading days preceding the Holders receive date of such notice. Notwithstanding the foregoing, if the Company ) or (bb) Copano has been advised by the Managing Underwriter that the inclusion of Registrable Securities in the Overnight Underwritten Offering for sale for the accounts benefit of the Holders is likely to will have a material an adverse effect on the price, timing or distribution of the Common StockUnits, then in which case the amount of Registrable Securities to be included in the Overnight Underwritten Offering offered for the accounts of participating Holders shall be determined based on the provisions of Section 2.2(c2.02(c) of this Agreement. If, at any time after giving written notice of its intention to execute undertake an Overnight Underwritten Offering and prior to the closing of such Overnight Underwritten Offering, the Company determines Copano shall determine for any reason not to undertake or to delay such Overnight Underwritten Offering, the Company Copano shall give written notice of such determination to the Selling Holders and, (i) in the case of a determination not to undertake such Overnight Underwritten Offering, shall be relieved of its obligation to sell any Registrable Securities held by the Selling Holders in connection with such abandoned or delayed terminated Overnight Underwritten Offering, and (ii) in the case of a determination to delay such Overnight Underwritten Offering, shall be permitted to delay offering any Registrable Securities held by the Selling Holders for the same period as the delay of the Overnight Underwritten Offering. Each Any Selling Holder shall have the right to withdraw its such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in such Overnight Underwritten Offering by giving written notice to the Company Copano of such withdrawal at least one three (13) Business Day Days prior to the expected Launch Date. Each Holder’s rights under this Section 2.02(b) shall terminate when such Holder holds less than $30 million of Registrable Securities (based on the Unit Purchase Price). Notwithstanding the foregoing, a any Holder may deliver an Opt-Out Notice to the Company Copano requesting that such Holder not receive notice from the Company Copano of any proposed Overnight Underwritten Offering; provided, however, that such Holder may later revoke any such Opt-Out Notice in writing.

Overnight Underwritten Offering Piggyback Rights. If, at any time following the date of this Agreementduring any Effectiveness Period, the Company Ring Energy proposes to file an Underwritten Offering Filing and such Underwritten Offering is expected to be launched (the “Launch Date”) after the close of trading on one (1) trading day and priced before the open of trading on the next succeeding trading day (such execution format, an “Overnight Underwritten Offering”), then no later than one (1) Business Day after the Company Ring Energy engages a one or more Managing Underwriter Underwriter(s) for the proposed Overnight Underwritten Offering, the Company Ring Energy shall notify (including, but not limited to, notice by electronic mailemail) the Holders of the pendency of the Overnight Underwritten Offering and such notice shall offer the Holders the opportunity to include in such Overnight Underwritten Offering such number of Registrable Securities as any each such Holder may request in writing within one (1) two Business Day Days after the Holders receive such Holder receives such notice. Notwithstanding the foregoing, if the Company Ring Energy has been advised by the Managing Underwriter Underwriter(s) in writing that the inclusion of Registrable Securities in the Overnight Underwritten Offering for the accounts of the Selling Holders is likely to have a material adverse effect on the price, timing or distribution of the Common StockStock being offered in such Overnight Underwritten Offering, then the amount of Registrable Securities to be included in the Overnight Underwritten Offering for the accounts of Selling Holders shall be determined based on the provisions of Section 2.2(c) of this Agreement2.02(c). If, at any time after giving written notice of its intention to execute an Overnight Underwritten Offering and prior to the closing of such Overnight Underwritten Offering, the Company Ring Energy determines for any reason not to undertake or to delay such Overnight Underwritten Offering, the Company Ring Energy shall give written notice of such determination to the Selling Holders and, (i) in the case of a determination not to undertake such Overnight Underwritten Offering, shall be relieved of its obligation to sell any Registrable Securities held by the Selling Holders in connection with such abandoned or delayed Overnight Underwritten Offering, and (ii) in the case of a determination to delay such Overnight Underwritten Offering, shall be permitted to delay offering any Registrable Securities held by the Selling Holders for the same period as the delay of the Overnight Underwritten Offering. Each Any Selling Holder shall have the right to withdraw its such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in such Overnight Underwritten Offering by giving written notice to the Company Ring Energy of such withdrawal at least one (1) Business Day prior to the expected Launch Date. Notwithstanding the foregoing, a any Holder may deliver an Opt-Out Notice to the Company Ring Energy requesting that such Holder not receive notice from the Company Ring Energy of any proposed Overnight Underwritten OfferingOffering and, following receipt of such an Opt-Out Notice from a Holder, Ring Energy shall not deliver any notice to such Holder pursuant to this Section 2.02(b), unless such Opt-Out Notice is revoked by such Holder.

Overnight Underwritten Offering Piggyback Rights. If, If at any time following the date of this Agreement, the Company during any Effectiveness Period Southcross proposes to file make an Underwritten Offering Filing and such Underwritten Offering is expected to be launched effected by launching an Underwritten Offering after the close of trading on one trading day (the “Launch Date”) after and pricing the close of trading on one (1) trading day and priced Underwritten Offering before the open of trading on the next succeeding trading day (the “Pricing Date” and, such execution format, an “Overnight Underwritten Offering”), then no later than one three (13) Business Day Days after the Company Southcross engages a Managing Underwriter for the proposed Overnight Underwritten Offering, the Company (x) Southcross shall notify (including, but not limited to, notice by electronic mail) the Holders of the pendency of the Overnight Underwritten Offering and such notice shall offer (y) if the Holders the opportunity propose to include Registrable Securities in such the Overnight Underwritten Offering, then the Managing Underwriter of the Overnight Underwritten Offering such number shall, no later than the fifth (5th) Business Day prior to the expected Launch Date, provide to the Selling Holders all of the documentation customarily required for the inclusion of Registrable Securities in the Overnight Underwritten Offering, including, without limitation, a custody agreement and power-of-attorney, Selling Holders’ customary representations and warranties, and a form of legal opinion required to be delivered by counsel to the Selling Holders (in form and substance reasonably acceptable to counsel for the Selling Holders) at the closing of an Overnight Underwritten Offering and any over-allotment option closing (collectively, the “Selling Holder Documentation”). To include Registrable Securities in an Overnight Underwritten Offering, each Selling Holder shall, subject to receipt of notice of the Overnight Underwritten Offering and Selling Holder Documentation within the time periods set forth above, (A) complete its review and return the Selling Holder Documentation, with such revisions as any Holder may request in writing within one have been agreed to by Southcross (1such agreement not to be unreasonably withheld) and the Selling Holder, at least three (3) Business Day after Days prior to the expected Launch Date, (B) place the Registrable Securities eligible for inclusion in an Overnight Underwritten Offering into the custody of Southcross’ transfer agent at least three (3) Business Days prior to the expected Launch Date, (C) agree to participate following reasonable notice in any due diligence calls arranged by the Managing Underwriter of an Overnight Underwritten Offering on the expected Launch Date, the Pricing Date or in advance of the closing of an Overnight Underwritten Offering and any over-allotment option closing, and (D) unconditionally waive any right to withdraw any Registrable Securities placed into the custody of Southcross’ transfer agent for inclusion in an Overnight Underwritten Offering within two (2) Business Days of the expected Launch Date, whether on the basis of the offering price, underwriter discount, or for any other reason; provided, however, that Southcross shall not be required to include such Registrable Securities if (aa) the Holders receive such notice. Notwithstanding do not offer a majority of the foregoing, if the Company then outstanding Registrable Securities or (bb) Southcross has been advised by the Managing Underwriter that the inclusion of Registrable Securities in the Overnight Underwritten Offering for sale for the accounts benefit of the Holders is likely to will have a material an adverse effect on the price, timing or distribution of the Common StockUnits, then in which case the amount of Registrable Securities to be included in the Overnight Underwritten Offering offered for the accounts of participating Holders shall be determined based on the provisions of Section 2.2(c) of this Agreement. If, at any time after giving written notice of its intention to execute an Overnight Underwritten Offering and prior to the closing of such Overnight Underwritten Offering, the Company determines for any reason not to undertake or to delay such Overnight Underwritten Offering, the Company shall give written notice of such determination to the Holders and, (i) in the case of a determination not to undertake such Overnight Underwritten Offering, shall be relieved of its obligation to sell any Registrable Securities held by the Holders in connection with such abandoned or delayed Overnight Underwritten Offering, and (ii) in the case of a determination to delay such Overnight Underwritten Offering, shall be permitted to delay offering any Registrable Securities held by the Holders for the same period as the delay of the Overnight Underwritten Offering. Each Holder shall have the right to withdraw its request for inclusion of such Holder’s Registrable Securities in such Overnight Underwritten Offering by giving written notice to the Company of such withdrawal at least one (1) Business Day prior to the expected Launch Date. Notwithstanding the foregoing, a Holder may deliver an Opt-Out Notice to the Company requesting that such Holder not receive notice from the Company of any proposed Overnight Underwritten Offering.2.02