Common use of Priority of Piggyback Registration Clause in Contracts

Priority of Piggyback Registration. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering of shares of Common Stock included in a Piggyback Registration advises Contango that the total shares of Common Stock which the Selling Holders and any other Persons intend to include in such offering exceeds the number which can be sold in such offering without being likely to have a material and adverse effect on the offering price, timing or probability of success of the distribution of the Common Stock offered or the market for the Common Stock, then the Piggyback Notice provided by Contango pursuant to Section 2.2(a) shall include notification of such determination or, if such determination is made after the Piggyback Notice has been given, then Contango shall furnish notice in writing (including by e-mail) to the Holders (or to those who have timely elected to participate in such Underwritten Offering), and the Common Stock to be included in such Underwritten Offering shall include the number of shares of Common Stock that such Managing Underwriter or Underwriters advises Contango can be sold without having such material and adverse effect, with such number to be allocated (i) if such Piggyback Registration was initiated by Contango, (A) first, to Contango, (B) second, pro rata among the Selling Holders and any other Persons who have been or after the date hereof are granted registration rights on parity with the registration rights granted under this Agreement (the “Other Holders”) who have requested participation in the Piggyback Registration (based, for each such Selling Holder or Other Holder, on the percentage derived by dividing (1) the number of shares of Common Stock proposed to be sold by such Selling Holder or such Other Holder in such offering; by (2) the aggregate number of shares of Common Stock proposed to be sold by all Selling Holders and all Other Holders in the Piggyback Registration), and (C) third, to any other holder of shares of common stock with registration rights that are subordinate to the rights of the Holders hereunder and (ii) if such Piggyback Registration was not initiated by Contango, (A) first, to the Persons initiating such Registration, (B) second, pro rata among the Selling Holders and any Other Holders who have requested participation in the Piggyback Registration (based, for each such Selling Holder or Other Holder, on the percentage derived by dividing (1) the number of shares of Common Stock proposed to be sold by such Selling Holder or such Other Holder in such offering; by (2) the aggregate number of shares of Common Stock proposed to be sold by all Selling Holders and all Other Holders in the Piggyback Registration other than the Persons initiating such Registration), and (C) third, to any other holder of shares of common stock with registration rights that are subordinate to the rights of the Holders hereunder.

Priority of Piggyback Registration. If the Managing Underwriter managing underwriter or Underwriters underwriters of any proposed Underwritten Offering of shares a class of Common Stock Registrable Securities included in a Piggyback Registration advises Contango that informs the total shares Company and the Holders in writing that, in its or their opinion, the number of Common Stock securities of such class which the Selling Holders such Holder and any other Persons intend to include in such offering Underwritten Offering exceeds the number which can be sold in such offering Underwritten Offering without being likely to have a material and significant adverse effect on the offering price, timing or probability of success of the distribution of the Common Stock securities offered or the market for the Common Stocksecurities offered, then the Piggyback Notice provided by Contango pursuant to Section 2.2(a) shall include notification of such determination or, if such determination is made after the Piggyback Notice has been given, then Contango shall furnish notice in writing (including by e-mail) to the Holders (or to those who have timely elected to participate in such Underwritten Offering), and the Common Stock securities to be included in such Underwritten Offering shall include be reduced to the extent necessary to reduce the total number of securities to be included in such offering to the number recommended by the managing underwriter or underwriters in the following order of priority: first, there shall be excluded from the Underwritten Offering any securities to be sold for the account of any selling securityholder, including the Holders, that have been requested to be included therein pursuant to piggyback registration rights (including this Section 2.2), pro rata based on the number of shares of Common Stock that securities owned by such Managing Underwriter or Underwriters advises Contango can selling securityholder; second, there shall be excluded from the Underwritten Offering any securities to be sold without having such material and adverse effectfor the account of selling securityholders, with such number to be allocated (i) if such Piggyback Registration was initiated by Contangoincluding the Holders, (A) first, to Contango, (B) secondthat originally requested the Underwritten Offering, pro rata among the Selling Holders and any other Persons who have been or after the date hereof are granted registration rights based on parity with the registration rights granted under this Agreement (the “Other Holders”) who have requested participation in the Piggyback Registration (based, for each such Selling Holder or Other Holder, on the percentage derived by dividing (1) the number of shares of Common Stock proposed securities owned by such selling securityholder to the extent there is more than one such initiating selling securityholder; and finally, there shall be excluded from the Underwritten Offering any securities to be sold by such Selling Holder or such Other Holder in such offering; by (2) for the aggregate number of shares of Common Stock proposed to be sold by all Selling Holders and all Other Holders in the Piggyback Registration), and (C) third, to any other holder of shares of common stock with registration rights that are subordinate to the rights account of the Holders hereunder and (ii) if such Piggyback Registration was not initiated by Contango, (A) first, to the Persons initiating such Registration, (B) second, pro rata among the Selling Holders and any Other Holders who have requested participation in the Piggyback Registration (based, for each such Selling Holder or Other Holder, on the percentage derived by dividing (1) the number of shares of Common Stock proposed to be sold by such Selling Holder or such Other Holder in such offering; by (2) the aggregate number of shares of Common Stock proposed to be sold by all Selling Holders and all Other Holders in the Piggyback Registration other than the Persons initiating such Registration), and (C) third, to any other holder of shares of common stock with registration rights that are subordinate to the rights of the Holders hereunderCompany.

Priority of Piggyback Registration. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering of shares of Common Stock included in a Piggyback Registration advises Contango for Other Holders advise the Company that the total shares amount of Common Stock which the Selling Share Registrable Securities that Holders and any other Persons intend to include in such offering exceeds the number which that can be sold in such offering without being likely to have a material and an adverse effect on the offering price, timing or probability of success of the distribution of the Common Stock Share Registrable Securities offered or the market for the shares of Common Stock, then the Piggyback Notice provided by Contango pursuant to Section 2.2(a) shall include notification of such determination or, if such determination is made after the Piggyback Notice has been given, then Contango shall furnish notice in writing (including by e-mail) to the Holders (or to those who have timely elected to participate in such Underwritten Offering), and the Common Stock to be included in such Underwritten Offering Company shall include the number of shares of Common Stock that such Managing Underwriter or Underwriters advises Contango advise the Company can be sold without having such material and adverse effect, with such number to be allocated (i) if in the event that the Person that initiated such Piggyback Registration was initiated by ContangoUnderwritten Offering is the Company or any of the Company’s subsidiaries, (A) first, to Contangothe Company or the Company’s subsidiaries, (B) second, pro rata among the Selling members of the Parent Group (as defined in the EQT RRA) exercising registration rights pursuant to Section 2.02 of the EQT RRA related to such offering, (C) third, pro rata among any Holders who are Lead Investors and exercising piggyback registration rights pursuant to this Section 2.02 related to such offering, (D) fourth, pro rata among (1) all other Holders who are exercising piggyback registration rights pursuant to this Section 2.02 related to such offering and (2) any Persons owning shares of Common Stock, having piggyback registration rights pari passu to those of the Holders described in this Section 2.02(b)(i)(C) and exercising such piggyback registration rights and (E) fifth, pro rata among any Persons owning shares of Common Stock having piggyback registration rights subordinate to those of the Holders and any other Persons who have been or after the date hereof are granted exercising such piggyback registration rights on parity with and (ii) in the event that any Person other than the Company or any of the Company’s subsidiaries initiated such Underwritten Offering, (A) first, the Person that initiated such Underwritten Offering, (B) second, pro rata among the members of the Parent Group (as defined in the EQT RRA) exercising registration rights granted under pursuant to Section 2.02 of the EQT RRA related to such offering, (C) third, to any Holders who are Lead Investors and exercising piggyback registration rights pursuant to this Agreement Section 2.02 related to such offering, (D) fourth, pro rata among (1) all other Holders who are exercising piggyback registration rights pursuant to this Section 2.02 related to such offering and (2) any Persons owning shares of Common Stock, having piggyback registration rights pari passu to those of the “Other Holders”Holders described in this Section 2.02(b)(ii) who have requested participation and exercising such piggyback registration rights and (E) fifth, pro rata among the Company or any of the Company’s subsidiaries (to the extent that such Person was not the Person initiating the Underwritten Offering on its own behalf) and Persons owning shares of Common Stock, having piggyback registration rights subordinate to those of the Holders and exercising such piggyback registration rights (pro rata, as used in the Piggyback Registration (this Section 2.02, based, for each such Selling Holder Person or Other Holder, as applicable, on the percentage derived by dividing (1x) the number of shares of Common Stock proposed to be sold by such Selling Holder Person or such Other Holder Holder, as applicable, in such offering; offering by (2y) the aggregate number of shares of Common Stock proposed to be sold by all Selling Holders and all Other Holders the Persons sharing in the Piggyback Registration), and (C) third, to any other holder same tier of shares of common stock with registration rights that are subordinate to the rights of the Holders hereunder and (ii) if such Piggyback Registration was not initiated by Contango, (A) first, to the Persons initiating such Registration, (B) second, pro rata among the Selling Holders and any Other Holders who have requested participation in the Piggyback Registration (based, for each such Selling Holder or Other Holder, on the percentage derived by dividing (1) the number of shares of Common Stock proposed to be sold by such Selling Holder or such Other Holder in such offering; by (2) the aggregate number of shares of Common Stock proposed to be sold by all Selling Holders and all Other Holders in the Piggyback Registration other than the Persons initiating such Registrationallocation), and (C) third, to any other holder of shares of common stock with registration rights that are subordinate to the rights of the Holders hereunder.

Priority of Piggyback Registration. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering of shares of Common Stock included in a Piggyback Registration advises Contango USWS that the total shares of Class A Common Stock which the Selling Holders and any other Persons intend to include in such offering the IPO Registration Statement exceeds the number which can be sold in such offering without being likely to have a material and an adverse effect on the offering price, timing or probability of success of the distribution of the Class A Common Stock offered or the market for the Class A Common Stock, then the Piggyback Notice provided by Contango pursuant to Section 2.2(a) shall include notification of such determination or, if such determination is made after the Piggyback Notice has been given, then Contango USWS shall furnish notice in writing (including by e-mail) to the Holders (or to those who have timely that elected to participate include any Registrable Securities in such Underwritten Offering)IPO Registration Statement, and the Class A Common Stock to be included in such Underwritten Offering IPO Registration Statement shall include the number of shares of Class A Common Stock that such Managing Underwriter or Underwriters advises Contango USWS can be sold without having such material and adverse effect, with such number to be allocated (i) if such Piggyback Registration was initiated by Contango, (A) first, to ContangoUSWS, (Bii) second, pro rata among the Selling Holders and any other Persons who have been or after the date hereof are granted registration rights on parity with the registration rights granted under this Agreement (the “Other Holders”) Holders who have requested participation in the Piggyback IPO Registration Statement (based, for each such Selling Holder or Other Holder, on the percentage derived by dividing (1) the number of shares of Class A Common Stock proposed to be sold by such Selling Holder or such Other Holder in such offering; by (2) the aggregate number of shares of Class A Common Stock proposed to be sold by all Selling Holders and all Other Holders in the Piggyback Registration), and (Ciii) third, to any other holder of shares of common stock with registration rights that are subordinate to the rights of the Holders hereunder and (ii) if such Piggyback Registration was not initiated by Contango, (A) first, to the Persons initiating such Registration, (B) second, pro rata among the Selling Holders and any Other Holders who have requested participation in the Piggyback Registration (based, for each such Selling Holder or Other Holder, on the percentage derived by dividing (1) the number of shares of Class A Common Stock proposed to be sold by such Selling Holder or such Other Holder in such offering; by (2) the aggregate number of shares of Common Stock proposed to be sold by all Selling Holders and all Other Holders in the Piggyback Registration other than the Persons initiating such Registration), and (C) third, to any other holder of shares of common stock with registration rights that are subordinate to the rights of the Holders hereunder.

Priority of Piggyback Registration. If the Managing Underwriter managing underwriter or Underwriters underwriters of any proposed Underwritten Offering underwritten offering of shares of Common Stock Registrable Securities included in a Piggyback Registration advises Contango to a Company Registration Statement informs the Company and the Holders that have requested to participate in such Piggyback Registration in writing that, in its or their opinion, the total shares number of Common Stock securities which the Selling such Holders and any other Persons intend to include in such offering exceeds the number which can be sold in such offering without being likely to have a material and significant adverse effect on the offering price, timing or probability of success of the distribution of the Common Stock securities offered or the market for the Common Stocksecurities offered, then the Piggyback Notice provided by Contango pursuant to Section 2.2(a) shall include notification of such determination or, if such determination is made after the Piggyback Notice has been given, then Contango shall furnish notice in writing (including by e-mail) to the Holders (or to those who have timely elected to participate in such Underwritten Offering), and the Common Stock securities to be included in such Underwritten Offering registration shall include be: (i) first, 100% of the securities that the Company proposes to sell, (ii) second, and only if all the securities referred to in clause (i) have been included, the number of shares securities that would otherwise be included in such offering and that, in the opinion of Common Stock that such Managing Underwriter managing underwriter or Underwriters advises Contango underwriters, can be sold without having such material and adverse effecteffect in such registration, with which such number to shall be allocated (i) if such Piggyback Registration was initiated by Contango, (A) first, to Contango, (B) second, pro rata among the Selling Holders based on the relative number of such Registrable Securities then held by each such Holder (provided that any securities thereby allocated to a Holder that exceed such Holder's request shall be reallocated among the remaining requesting Holders in like manner), and (iii) third, and only if all of the securities referred to in clause (ii) have been included in such registration, any other securities eligible for inclusion in such registration that, in the opinion of the managing underwriter or underwriters, can be sold without having such adverse effect in such registration. If the managing underwriter or underwriters of any proposed underwritten offering of Registrable Securities included in a Piggyback Registration to a Third-Party Registration Statement informs the Company and the Holders that have requested to participate in such Piggyback Registration in writing that, in its or their opinion, the number of securities which such Holders and any other Persons who intend to include in such offering exceeds the number which can be sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be included in such registration shall be: (i) first, 100% of the securities that the Third Party proposes to sell, (ii) second, and only if all the securities referred to in clause (i) have been or after the date hereof are granted registration rights on parity with the registration rights granted under this Agreement (the “Other Holders”) who have requested participation in the Piggyback Registration (basedincluded, for each such Selling Holder or Other Holder, on the percentage derived by dividing (1) the number of shares securities that would otherwise be included in such offering and that, in the opinion of Common Stock proposed to such managing underwriter or underwriters, can be sold by without having such Selling Holder or such Other Holder adverse effect in such offering; by (2) registration, which such number shall be allocated pro rata among the aggregate Holders based on the relative number of shares of Common Stock proposed Registrable Securities then held by each such Holder (provided that any securities thereby allocated to a Holder that exceed such Holder's request shall be sold by all Selling Holders and all Other reallocated among the remaining requesting Holders in the Piggyback Registrationlike manner), and (Ciii) third, to any other holder of shares of common stock with registration rights that are subordinate to the rights and only if all of the Holders hereunder and securities referred to in clause (ii) if have been included in such Piggyback Registration was not initiated by Contangoregistration, (A) firstany other securities eligible for inclusion in such registration that, to the Persons initiating such Registration, (B) second, pro rata among the Selling Holders and any Other Holders who have requested participation in the Piggyback Registration (basedopinion of the managing underwriter or underwriters, for each such Selling Holder or Other Holder, on the percentage derived by dividing (1) the number of shares of Common Stock proposed to can be sold by without having such Selling Holder or such Other Holder adverse effect in such offering; by (2) the aggregate number of shares of Common Stock proposed to be sold by all Selling Holders and all Other Holders in the Piggyback Registration other than the Persons initiating such Registration), and (C) third, to any other holder of shares of common stock with registration rights that are subordinate to the rights of the Holders hereunderregistration.

Priority of Piggyback Registration. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering of shares of Common Stock Units included in a Piggyback Registration advises Contango ETE that the total shares amount of Common Stock Units which the Selling Holders and any other Persons intend to include in such offering exceeds the number which can be sold in such offering without being likely to have a material and adverse effect on the offering price, timing or probability of success of the distribution of the Common Stock Units offered or the market for the Common StockUnits, then the Piggyback Notice provided by Contango pursuant to Section 2.2(a) shall include notification of such determination or, if such determination is made after the Piggyback Notice has been given, then Contango shall furnish notice in writing (including by e-mail) to the Holders (or to those who have timely elected to participate in such Underwritten Offering), and the Common Stock Units to be included in such Underwritten Offering shall include the number of shares of Common Stock Registrable Securities that such Managing Underwriter or Underwriters advises Contango ETE can be sold without having such material and adverse effect, with such number to be allocated (i) if such Piggyback Registration was initiated by Contango, (A) first, to Contango, (B) second, pro rata among the Selling Holders and any other Persons who have been or after the date hereof are granted registration rights on parity with the registration rights granted under this Agreement (the “Other Holders”) who have requested participation in the Piggyback Registration (based, for each such Selling Holder or Other Holder, on the percentage derived by dividing (1) the number of shares of Common Stock proposed to be sold by such Selling Holder or such Other Holder in such offering; by (2) the aggregate number of shares of Common Stock proposed to be sold by all Selling Holders and all Other Holders in the Piggyback Registration), and (C) third, to any other holder of shares of common stock with registration rights that are subordinate to the rights of the Holders hereunder and (ii) if such Piggyback Registration was not initiated by Contango, (A) first, to the Persons initiating such Registration, (B) second, pro rata among the Selling Holders and any Other Holders who have requested participation in the Piggyback Registration (based, for each such Selling Holder or Other Holder, on the percentage derived by dividing (1A) the number of shares of Common Stock Registrable Securities proposed to be sold by such Selling Holder or such Other Holder in such offering; by (2B) the aggregate number of shares of Common Stock Units proposed to be sold by all the Selling Holders and all Other Holders in the Piggyback Registration other than the Persons initiating such Registration), and (C) third, to any other holder of shares of common stock Persons with registration rights that are subordinate to pari passu with the rights of the Holders hereunderparticipating in the Piggyback Registration to be included in such offering). If there are to be any Included Registrable Securities in the proposed Underwritten Offering of Common Units, then the Selling Holders representing a majority of the Registrable Securities to be sold in the Underwritten Offering shall be entitled to approve one Managing Underwriter with respect to the Registrable Securities to be sold in that Underwritten Offering.

Priority of Piggyback Registration. If the Managing Underwriter managing underwriter or Underwriters underwriters of any proposed Underwritten Offering of shares of Common Stock Registrable Securities included in a Piggyback Registration advises Contango that informs the total shares Company and the Holders of Common Stock Registrable Securities in writing that, in its or their opinion, the number of securities which the Selling such Holders and any other Persons intend to include in such offering exceeds the number which can be sold in such offering without being likely to have a material and significant adverse effect on the offering price, timing or probability of success of the distribution of the Common Stock securities offered or the market for the Common Stocksecurities offered, then the Piggyback Notice provided by Contango pursuant to Section 2.2(a) shall include notification of such determination or, if such determination is made after the Piggyback Notice has been given, then Contango shall furnish notice in writing (including by e-mail) to the Holders (or to those who have timely elected to participate in such Underwritten Offering), and the Common Stock securities to be included in such Underwritten Offering Registration shall include be (i) first, 100% of the securities proposed to be sold in such Registration by the Company or (subject to Section 2.07) any Person (other than a Holder) exercising a contractual right to demand Registration, as the case may be, proposes to sell, and (ii) second, and only if all the securities referred to in clause (i) have been included, the number of shares Registrable Securities that, in the opinion of Common Stock that such Managing Underwriter managing underwriter or Underwriters advises Contango underwriters, can be sold without having such material and adverse effect, with such number up to the full amount requested to be included by the Sponsor and (iii) third, and only if all of the Registrable Securities referred to in clause (ii) have been included in such Registration, the number shall be allocated (i) if such Piggyback Registration was initiated by Contango, (A) first, to Contango, (B) second, pro rata among the Selling non-Sponsor Holders that have requested to participate in such Registration based on the relative number of Registrable Securities then held by each such non-Sponsor Holder (provided that any securities thereby allocated to a Holder that exceed such Holder’s request shall be reallocated among the remaining requesting Holders in like manner) and any other Persons who (iv) fourth, and only if all of the Registrable Securities referred to in clause (iii) have been or after the date hereof are granted registration rights on parity with the registration rights granted under this Agreement (the “Other Holders”) who have requested participation included in the Piggyback Registration (based, for each such Selling Holder or Other Holder, on the percentage derived by dividing (1) the number of shares of Common Stock proposed to be sold by such Selling Holder or such Other Holder in such offering; by (2) the aggregate number of shares of Common Stock proposed to be sold by all Selling Holders and all Other Holders in the Piggyback Registration), and (C) third, to any other holder of shares of common stock with registration rights that are subordinate to the rights of the Holders hereunder and (ii) if such Piggyback Registration was not initiated by Contango, (A) first, to the Persons initiating such Registration, (B) second, pro rata among the Selling Holders and any Other Holders who have requested participation in the Piggyback Registration (based, other securities eligible for each such Selling Holder or Other Holder, on the percentage derived by dividing (1) the number of shares of Common Stock proposed to be sold by such Selling Holder or such Other Holder inclusion in such offering; by (2) the aggregate number of shares of Common Stock proposed to be sold by all Selling Holders and all Other Holders in the Piggyback Registration other than the Persons initiating such Registration), and (C) third, to any other holder of shares of common stock with registration rights that are subordinate to the rights of the Holders hereunder.

Priority of Piggyback Registration. If the Managing Underwriter managing underwriter or Underwriters underwriters of any proposed Underwritten Offering of shares a class of Common Stock Registrable Securities included in a Piggyback Registration advises Contango that informs the total shares Company and the Holders in writing that, in its or their opinion, the number of Common Stock securities of such class which the Selling Holders such Holder and any other Persons intend to include in such offering Underwritten Offering exceeds the number which can be sold in such offering Underwritten Offering without being likely to have a material and an adverse effect on the offering price, timing or probability of success of the distribution of the Common Stock securities offered or the market for the Common Stocksecurities offered, then the Piggyback Notice provided by Contango pursuant to Section 2.2(a) shall include notification of such determination or, if such determination is made after the Piggyback Notice has been given, then Contango shall furnish notice in writing (including by e-mail) to the Holders (or to those who have timely elected to participate in such Underwritten Offering), and the Common Stock securities to be included in such Underwritten Offering shall include the be reduced to such number of shares of Common Stock that such Managing Underwriter or Underwriters advises Contango can be sold without having such material adverse effect and adverse effect, with such number the securities to be allocated included in the Underwritten Offering shall be (i) if such Piggyback Registration was initiated by Contango, (A) first, all securities of the Company that the Company proposes to Contango, sell (Bif any); and (ii) second, the Registrable Securities and other equity securities requested to be included in such registration (pursuant to this Agreement or other similar agreements) which, in the opinion of the underwriters, can be sold without any such adverse effect, pro rata among the Selling Holders and any other Persons who have been or after the date hereof are granted registration rights on parity with the registration rights granted under this Agreement (the “Other Holders”) who have requested participation in the Piggyback Registration (based, for each such Selling Holder or Other Holder, holders thereof on the percentage derived by dividing (1) basis of the number of shares of Common Stock proposed to be sold owned by each such holder. In no event shall any Registrable Securities or other equity securities held by such Selling Holder or holders be excluded from such Other Holder registration and underwriting in accordance with the preceding sentence unless all other securities of the Company other than those being registered for the account of the Company have first been excluded. Notwithstanding the foregoing, no such offering; by (2) reduction shall reduce the aggregate number of shares of Common Stock proposed to be sold by all Selling Holders and all Other Holders in the Piggyback Registration), and (C) third, to any other holder of shares of common stock with registration rights that are subordinate to the rights Registrable Securities of the Holders hereunder and (ii) if included in such Piggyback Registration was not initiated by Contango, (A) first, to registration below the Persons initiating such Registration, (B) second, pro rata among Pro Rata Percentage of the Selling Holders and any Other Holders who have requested participation in the Piggyback Registration (based, for each such Selling Holder or Other Holder, on the percentage derived by dividing (1) the total number of shares securities (but excluding securities of Common Stock proposed to be the Company being sold by such Selling Holder or such Other Holder the Company) included in such offering; by (2) the aggregate number of shares of Common Stock proposed to be sold by all Selling Holders and all Other Holders in the Piggyback Registration other than the Persons initiating such Registration), and (C) third, to any other holder of shares of common stock with registration rights that are subordinate to the rights of the Holders hereunderregistration.

Priority of Piggyback Registration. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering of shares of Common Stock included in a Piggyback Registration advises Contango advise the Partnership that the total shares amount of Common Stock which the Selling Registrable Securities that Holders and any other Persons intend to include in such offering exceeds the number which that can be sold in such offering without being likely to have a material and an adverse effect on the offering price, timing or probability of success of the distribution of the Common Stock Units offered or the market for the Common StockUnits, then the Piggyback Notice provided by Contango pursuant to Section 2.2(a) shall include notification of such determination or, if such determination is made after the Piggyback Notice has been given, then Contango shall furnish notice in writing (including by e-mail) to the Holders (or to those who have timely elected to participate in such Underwritten Offering), and the Common Stock to be included in such Underwritten Offering Partnership shall include the number of shares of Common Stock Units that such Managing Underwriter or Underwriters advises Contango advise the Partnership can be sold without having such material and adverse effect, with such number to be allocated (i) if such Piggyback Registration was initiated by Contango, (A) first, to Contangothe Common Units proposed to be included in such Underwritten Offering prior to the delivery by the Partnership of the Piggyback Notice hereunder, unless such Underwritten Offering is undertaken pursuant to the exercise of a Holder’s rights under Section 2.03 below, in which case the allocation between all participating Holders shall be determined as if all such Holders were exercising piggyback registration rights in the following clause, and (Bii) second, pro rata among the Selling Holders and any other Persons who have been or after the date hereof are granted exercising piggyback registration rights on parity with the registration rights granted under this Agreement (the “Other Holders”) who have requested participation in the Piggyback Registration related to such Underwritten Offering (based, for each such Selling Holder or Other Holder, on the percentage derived by dividing (1x) the number of shares of Common Stock Units proposed to be sold by such Selling Holder or such Other Holder in such offering; Underwritten Offering by (2y) the aggregate number of shares of Common Stock Units proposed to be sold by all Selling Holders and all Other Holders in the Piggyback Registration), and (C) third, to by any other holder of shares of common stock with Persons exercising pari passu piggyback registration rights that are subordinate to the rights of the Holders hereunder and (ii) if such Piggyback Registration was not initiated by Contango, (A) first, to the Persons initiating such Registration, (B) second, pro rata among the Selling Holders and any Other Holders who have requested participation in the Piggyback Registration (based, for each such Selling Holder or Other Holder, on the percentage derived by dividing (1) the number of shares of Common Stock proposed to be sold by such Selling Holder or such Other Holder in such offering; by (2) the aggregate number of shares of Common Stock proposed to be sold by all Selling Holders and all Other Holders in the Piggyback Registration other than the Persons initiating such RegistrationUnderwritten Offering), and (C) third, to any other holder of shares of common stock with registration rights that are subordinate to the rights of the Holders hereunder.

Priority of Piggyback Registration. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering of shares of Common Stock included in a Piggyback Registration advises Contango the Company that the total shares of Common Stock which the Selling Holders and any other applicable Persons intend to include in such offering exceeds the number which can be sold in such offering without being likely to have a material and an adverse effect on the offering price, timing material terms or conditions, timing, or probability of success of the distribution of the Common Stock offered or the market for the Common Stock, then the Piggyback Notice provided by Contango the Company pursuant to Section 2.2(a) shall include notification of such determination or, if such determination is made after the Piggyback Notice has been given, then Contango the Company shall furnish notice in writing (including by e-mail) to the Holders (or to those who have timely elected to participate in such Underwritten Offering), and the Common Stock to be included in such Underwritten Offering shall include the number of shares of Common Stock that such Managing Underwriter or Underwriters advises Contango the Company can be sold without having such material and adverse effect, with such number to be allocated allocated: (i) if such Piggyback Registration was initiated by Contangothe Company, (A) first, to Contangothe Company, (B) second, pro rata among the Selling Holders and any other Persons who have been or after the date hereof are granted registration rights on parity with the registration rights granted under this Agreement (the “Other Holders”) who have requested participation in the Piggyback Registration (based, for each such Selling Holder or Other Holder, on the percentage derived by dividing (1) the number of shares of Common Stock proposed to be sold by such Selling Holder or such Other Holder in such offering; , by (2) the aggregate number of shares of Common Stock proposed to be sold by all Selling Holders and all Other Holders in the Piggyback Registration), and (C) third, if applicable, to any other holder of shares of common stock Common Stock with registration rights that are subordinate to the rights of the Holders hereunder hereunder; and (ii) if such Piggyback Registration was not initiated by Contangothe Company, (A) first, to the Persons initiating such Registration, (B) second, pro rata among the Selling Holders and any Other Holders who have requested participation in the Piggyback Registration (based, for each such Selling Holder or Other Holder, on the percentage derived by dividing (1) the number of shares of Common Stock proposed to be sold by such Selling Holder or such Other Holder in such offering; , by (2) the aggregate number of shares of Common Stock proposed to be sold by all Selling Holders and all Other Holders in the Piggyback Registration other than the Persons initiating such Registration), and (C) third, if applicable, to any other holder of shares of common stock Common Stock with registration rights that are subordinate to the rights of the Holders hereunder.

Priority of Piggyback Registration. If the Managing Underwriter managing underwriter or Underwriters underwriters of any proposed Underwritten Offering of shares a class of Common Stock Registrable Securities included in a Piggyback Registration advises Contango that informs the total shares Company and Holders in writing that, in its or their opinion, the number of Common Stock securities of such class which the Selling Holders such Holder and any other Persons intend to include in such offering exceeds the number which can be sold in such offering without being likely to have a material and an adverse effect on the offering price, timing or probability of success of the distribution of the Common Stock securities offered or the market for the Common Stocksecurities offered, then the Piggyback Notice provided by Contango pursuant to Section 2.2(a) shall include notification of such determination or, if such determination is made after the Piggyback Notice has been given, then Contango shall furnish notice in writing (including by e-mail) to the Holders (or to those who have timely elected to participate in such Underwritten Offering), and the Common Stock securities to be included in such Underwritten Offering Registration shall include be (i) first, all securities of the Company and any other Persons (other than the Company’s executive officers and directors) for whom the Company is effecting the Registration, as the case may be, proposes to sell, (ii) second, the number of shares Registrable Securities of Common Stock that such Managing Underwriter class that, in the opinion of such managing underwriter or Underwriters advises Contango underwriters, can be sold without having such material and adverse effect, with such number to be allocated (i) if such Piggyback Registration was initiated by Contango, (A) first, to Contango, (B) second, pro rata among the Selling Holders and any other Persons who have been or after the date hereof are granted registration rights on parity with the registration rights granted under this Agreement (the “Other Holders”) who that have requested participation to participate in the Piggyback such Registration (based, for each such Selling Holder or Other Holder, based on the percentage derived by dividing (1) the relative number of shares Registrable Securities of Common Stock proposed such class requested by such Holder to be sold by such Selling Holder or such Other Holder included in such offering; by sale (2) provided that any securities thereby allocated to a Holder that exceed such Holder’s request shall be reallocated among the aggregate number of shares of Common Stock proposed to be sold by all Selling Holders and all Other remaining requesting Holders in the Piggyback Registrationlike manner), and (Csubject to any superior contractual rights of other holders,(iii) third, to any other holder the number securities of shares of common stock with registration rights that are subordinate to executive officers and directors for whom the rights of Company is effecting the Holders hereunder and (ii) if such Piggyback Registration was not initiated by Contango, (A) first, to the Persons initiating such Registration, (B) secondas the case may be, with such number to be allocated pro rata among the Selling Holders executive officers and any Other Holders who have requested participation in the Piggyback Registration (based, for each such Selling Holder or Other Holder, on the percentage derived by dividing (1) the number of shares of Common Stock proposed to be sold by such Selling Holder or such Other Holder in such offering; by (2) the aggregate number of shares of Common Stock proposed to be sold by all Selling Holders and all Other Holders in the Piggyback Registration other than the Persons initiating such Registration)directors, and (Civ) thirdfourth, to any other holder securities eligible for inclusion in such Registration, allocated among the holders of shares of common stock with registration rights that are subordinate to such securities in such proportion as the rights of the Holders hereunderCompany and those holders may agree.

Priority of Piggyback Registration. If the Managing Underwriter managing underwriter or Underwriters underwriters of any proposed Underwritten Offering of shares of Common Stock Registrable Securities included in a Piggyback Registration advises Contango informs the Company and the Holders that have requested to participate in such Piggyback Registration in writing that, in its or their opinion, the total shares number of Common Stock securities which the Selling such Holders and any other Persons intend to include in such offering exceeds the number which can be sold in such offering without being likely to have a material and significant adverse effect on the offering price, timing or probability of success of the distribution of the Common Stock securities offered or the market for the Common Stocksecurities offered, then the Piggyback Notice provided by Contango pursuant to Section 2.2(a) shall include notification of such determination or, if such determination is made after the Piggyback Notice has been given, then Contango shall furnish notice in writing (including by e-mail) to the Holders (or to those who have timely elected to participate in such Underwritten Offering), and the Common Stock securities to be included in such Underwritten Offering Registration shall include be (i) first, 100% of the securities that the Company or (subject to Section 2.07) any Person (other than a Holder) exercising a contractual right to demand Registration, as the case may be, proposes to sell, (ii) second, and only if all the securities referred to in clause (i) have been included, the number of shares Registrable Securities that, in the opinion of Common Stock that such Managing Underwriter managing underwriter or Underwriters advises Contango underwriters, can be sold without having such material and adverse effecteffect in such Registration, with which such number to shall be allocated (i) if such Piggyback Registration was initiated by Contango, (A) first, to Contango, (B) second, pro rata among the Selling Holders Institutional Investors that have requested to participate in such Registration based on the relative number of Registrable Securities then held by each such Institutional Investor (provided that any securities thereby allocated to an Institutional Investor that exceed such Institutional Investor’s request shall be reallocated among the remaining requesting Institutional Investors in like manner), (iii) third, and any other Persons who only if all the securities referred to in clause (ii) have been or after the date hereof are granted registration rights on parity with the registration rights granted under this Agreement (the “Other Holders”) who have requested participation in the Piggyback Registration (basedincluded, for each such Selling Holder or Other Holder, on the percentage derived by dividing (1) the number of shares Registrable Securities that, in the opinion of Common Stock proposed to such managing underwriter or underwriters, can be sold by without having such Selling Holder or such Other Holder adverse effect in such offering; by (2) the aggregate number of shares of Common Stock proposed to be sold by all Selling Holders and all Other Holders in the Piggyback Registration), and (C) third, to any other holder of shares of common stock with registration rights that are subordinate to the rights of the Holders hereunder and (ii) if such Piggyback Registration was not initiated by Contango, (A) first, to the Persons initiating such Registration, (B) second, which such number shall be allocated pro rata among the Selling Holders and any Other Holders who (excluding the Institutional Investors) that have requested participation to participate in such Registration based on the relative number of Registrable Securities then held by each such Holder (provided that any securities thereby allocated to a Holder that exceed such Holder’s request shall be reallocated among the remaining requesting Holders in like manner) and (iv) fourth, and only if all of the Registrable Securities referred to in clause (iii) have been included in such Registration, any other securities eligible for inclusion in such Registration that, in the Piggyback Registration (basedopinion of the managing underwriter or underwriters, for each such Selling Holder or Other Holder, on the percentage derived by dividing (1) the number of shares of Common Stock proposed to can be sold by without having such Selling Holder or such Other Holder adverse effect in such offering; by (2) the aggregate number of shares of Common Stock proposed to be sold by all Selling Holders and all Other Holders in the Piggyback Registration other than the Persons initiating such Registration), and (C) third, to any other holder of shares of common stock with registration rights that are subordinate to the rights of the Holders hereunder.

Priority of Piggyback Registration. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering of shares of Common Stock included in a Piggyback Registration advises Contango the Company that the total shares of Common Stock which the Selling Holders and any other Persons intend to include in such offering exceeds the number which can be sold in such offering without being likely to have a material and adverse effect on the offering price, timing or probability of success of the distribution of the Common Stock offered or the market for the Common Stock, then the Piggyback Notice provided by Contango the Company pursuant to Section 2.2(a) shall include notification of such determination or, if such determination is made after the Piggyback Notice has been given, then Contango the Company shall furnish notice in writing (including by e-mail) to the Holders (or to those who have timely elected to participate in such Underwritten Offering), and the Common Stock to be included in such Underwritten Offering shall include the number of shares of Common Stock that such Managing Underwriter or Underwriters advises Contango the Company can be sold without having such material and adverse effect, with such number to be allocated (i) if such Piggyback Registration was initiated by Contangothe Company, (A) first, to Contangothe Company, (B) second, pro rata among the Selling Holders and any other Persons who have been or after the date hereof are granted registration rights on parity with the registration rights granted under this Agreement (the “Other Holders”) who have requested participation in the Piggyback Registration (based, for each such Selling Holder or Other Holder, on the percentage derived by dividing (1) the number of shares of Common Stock proposed to be sold by such Selling Holder or such Other Holder in such offering; by (2) the aggregate number of shares of Common Stock proposed to be sold by all Selling Holders and all Other Holders in the Piggyback Registration), and (C) third, to any other holder of shares of common stock Common Stock with registration rights that are subordinate to the rights of the Holders hereunder hereunder; and (ii) if such Piggyback Registration was not initiated by Contangothe Company, (A) first, to the Persons initiating such Piggyback Registration, (B) second, pro rata among the Selling Holders and any Other Holders who have requested participation in the Piggyback Registration (based, for each such Selling Holder or Other Holder, on the percentage derived by dividing (1) the number of shares of Common Stock proposed to be sold by such Selling Holder or such Other Holder in such offering; by (2) the aggregate number of shares of Common Stock proposed to be sold by all Selling Holders and all Other Holders in the Piggyback Registration other than the Persons initiating such Registration), and (C) third, to any other holder of shares of common stock Common Stock with registration rights that are subordinate to the rights of the Holders hereunder.

Priority of Piggyback Registration. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering of shares of Common Stock included in a Piggyback Registration advises Contango for Other Holders advise the Partnership that the total shares amount of Common Stock which the Selling Unit Registrable Securities that Holders and any other Persons intend to include in such offering exceeds the number which that can be sold in such offering without being likely to have a material and an adverse effect on the offering price, timing or probability of success of the distribution of the Common Stock Unit Registrable Securities offered or the market for the Common StockUnits, then the Piggyback Notice provided by Contango pursuant to Section 2.2(a) shall include notification of such determination or, if such determination is made after the Piggyback Notice has been given, then Contango shall furnish notice in writing (including by e-mail) to the Holders (or to those who have timely elected to participate in such Underwritten Offering), and the Common Stock to be included in such Underwritten Offering Partnership shall include the number of shares of Common Stock Units that such Managing Underwriter or Underwriters advises Contango advise the Partnership can be sold without having such material and adverse effect, with such number to be allocated (i) if in the event that the Person that initiated such Piggyback Registration was initiated by ContangoUnderwritten Offering is the Partnership or ETRN or any of ETRN’s subsidiaries, (A) first, to Contangothe Partnership, ETRN or ETRN’s subsidiaries, (B) second, pro rata among the Selling any Holders who are Lead Investors and any other Persons who have been or after the date hereof are granted exercising piggyback registration rights on parity with the registration rights granted under pursuant to this Agreement (the “Other Holders”) who have requested participation in the Piggyback Registration (based, for each such Selling Holder or Other Holder, on the percentage derived by dividing (1) the number of shares of Common Stock proposed Section 2.02 related to be sold by such Selling Holder or such Other Holder in such offering; by (2) the aggregate number of shares of Common Stock proposed to be sold by all Selling Holders and all Other Holders in the Piggyback Registration), and (C) third, to any pro rata among (1) all other holder of shares of common stock with Holders who are exercising piggyback registration rights that are subordinate pursuant to the this Section 2.02 related to such offering and (2) any Persons owning Common Units, having piggyback registration rights pari passu to those of the Holders hereunder described in this Section 2.02(b)(i)(B) and exercising such piggyback registration rights and (D) fourth, pro rata among any Persons owning Common Units having piggyback registration rights subordinate to those of the Holders and exercising such piggyback registration rights and (ii) if in the event that any Person other than the Partnership or ETRN or any of ETRN’s subsidiaries initiated such Piggyback Registration was not initiated by ContangoUnderwritten Offering, (A) first, pro rata among (1) the Person that initiated such Underwritten Offering and (2) any Holders who are Lead Investors and exercising piggyback registration rights pursuant to the Persons initiating this Section 2.02 related to such Registrationoffering, (B) second, pro rata among (1) all other Holders who are exercising piggyback registration rights pursuant to this Section 2.02 related to such offering and (2) any Persons owning Common Units, having piggyback registration rights pari passu to those of the Selling Holders described in this Section 2.02(b)(ii) and exercising such piggyback registration rights and (C) third, pro rata among the Partnership, ETRN or any of ETRN’s subsidiaries (to the extent that such Person was not the Person initiating the Underwritten Offering on its own behalf) and Persons owning Common Units, having piggyback registration rights subordinate to those of the Holders and any Other Holders who have requested participation exercising such piggyback registration rights (pro rata, as used in the Piggyback Registration (this Section 2.02, based, for each such Selling Holder Person or Other Holder, as applicable, on the percentage derived by dividing (1x) the number of shares of Common Stock Units proposed to be sold by such Selling Holder Person or such Other Holder Holder, as applicable, in such offering; offering by (2y) the aggregate number of shares of Common Stock Units proposed to be sold by all Selling Holders and all Other Holders the Persons sharing in the Piggyback Registration other than the Persons initiating such Registrationsame tier of pro rata allocation), and (C) third, to any other holder of shares of common stock with registration rights that are subordinate to the rights of the Holders hereunder.

Priority of Piggyback Registration. If the Managing Underwriter managing underwriter or Underwriters underwriters of any proposed Underwritten Offering offering of shares of Common Stock Registrable Securities included in a Piggyback Registration advises Contango informs the Company and the participating Holders in writing that, in its or their opinion, the number of securities that the total shares of Common Stock which the Selling such Holders and any other Persons intend to include in such offering exceeds the number which that can be sold in such offering without being likely to have a material and significant adverse effect on the offering price, timing or probability of success of the distribution of the Common Stock securities offered or the market for the Common Stocksecurities offered, then the Piggyback Notice provided by Contango pursuant to Section 2.2(a) shall include notification of such determination or, if such determination is made after the Piggyback Notice has been given, then Contango shall furnish notice in writing (including by e-mail) to the Holders (or to those who have timely elected to participate in such Underwritten Offering), and the Common Stock securities to be included in such Underwritten Offering Registration shall include be (i) first, 100 percent of the securities that the Company proposes to sell and Primary Shares to the full extent requested for inclusion by the holders thereof, (ii) second, and only if all the securities referred to in clause (i) have been included, the number of shares Registrable Securities that, in the opinion of Common Stock that such Managing Underwriter managing underwriter or Underwriters advises Contango underwriters, can be sold without having such material and adverse effect, with such number to be allocated (i) if to each other Holder that has requested to participate in such Piggyback Registration was initiated by Contango, an amount equal to a number of such shares equal to such Holder’s Pro Rata Portion (A) first, provided that any Registrable Securities thereby allocated to Contango, (B) second, pro rata among the Selling Holders and any other Persons who have been or after the date hereof are granted registration rights on parity with the registration rights granted under this Agreement (the “Other Holders”) who have requested participation in the Piggyback Registration (based, for each such Selling a Holder or Other Holder, on the percentage derived by dividing (1) that exceed the number of shares of Common Stock proposed such Registrable Securities that such Holder desires to include shall be sold by such Selling Holder or such Other Holder reallocated among the remaining requesting Holders who desire to include Registrable Securities in such offering; by (2) the aggregate number of shares of Common Stock proposed to be sold by all Selling Holders and all Other Holders in the Piggyback Registrationa like manner), and (Ciii) third, to any other holder of shares of common stock with registration rights that are subordinate to the rights and only if all of the Holders hereunder and Registrable Securities referred to in clause (ii) if have been included in such Registration, any other securities eligible for inclusion in such Piggyback Registration was not initiated by Contangothat, (A) first, to the Persons initiating such Registration, (B) second, pro rata among the Selling Holders and any Other Holders who have requested participation in the Piggyback Registration (basedopinion of such managing underwriter or underwriters, for each such Selling Holder or Other Holder, on the percentage derived by dividing (1) the number of shares of Common Stock proposed to can be sold by without having such Selling Holder or such Other Holder in such offering; by (2) the aggregate number of shares of Common Stock proposed to be sold by all Selling Holders and all Other Holders in the Piggyback Registration other than the Persons initiating such Registration), and (C) third, to any other holder of shares of common stock with registration rights that are subordinate to the rights of the Holders hereunderadverse effect.

Priority of Piggyback Registration. If the Managing Underwriter managing underwriter or Underwriters underwriters of any proposed Underwritten Offering of shares of Common Stock Registrable Securities included in a Piggyback Registration advises Contango that informs the total shares Company, in writing that, in its or their opinion, the number of Common Stock which the Selling Holders and any other Persons intend securities requested to include be included in such offering exceeds the number which that can be sold in such offering Piggyback Registration without being likely to have a material and significant adverse effect on the offering price, timing or probability of success of the distribution of the Common Stock securities offered or the market for the Common Stocksecurities offered, then the Piggyback Notice provided by Contango pursuant to Section 2.2(a) shall include notification of such determination or, if such determination is made after the Piggyback Notice has been given, then Contango shall furnish notice in writing (including by e-mail) to the Holders (or to those who have timely elected to participate in such Underwritten Offering), and the Common Stock securities to be included in such Underwritten Offering Piggyback Registration shall include be allocated (i) first, 100% of the securities that the Company proposes to sell; and (ii) second, and only if all the securities referred to in clause (i) have been included, the number of shares Registrable Securities that, in the opinion of Common Stock that such Managing Underwriter managing underwriter or Underwriters advises Contango underwriters, can be sold without having such material and adverse effecteffect in such Registration or offering, with such number to be allocated (i) if such Piggyback Registration was initiated by Contango, (A) first, to Contango, (B) second, pro rata among the Selling Holders that have requested to participate in such Piggyback Registration based on the relative number of Registrable Securities then held by each such Holder; provided that any securities thereby allocated to a Holder that exceed such Holder’s request shall be reallocated among the remaining requesting Holders in like manner; and (iii) third, and only if all of the Registrable Securities referred to in clause (ii) have been included, to those Persons holding any other Persons who have been or after the date hereof are granted registration rights on parity with the registration rights granted under this Agreement (the “Other Holders”) who have requested participation securities eligible for inclusion in the such Piggyback Registration (basedRegistration, for each such Selling Holder or Other Holder, on the percentage derived by dividing (1) up to the number of shares securities that in the opinion of Common Stock proposed to the managing underwriter or underwriters, can be sold by without having such Selling Holder or such Other Holder in such offering; by (2) the aggregate number of shares of Common Stock proposed to be sold by all Selling Holders and all Other Holders in the Piggyback Registration), and (C) third, to any other holder of shares of common stock with registration rights that are subordinate to the rights of the Holders hereunder and (ii) if such Piggyback Registration was not initiated by Contango, (A) first, to the Persons initiating such Registration, (B) second, pro rata among the Selling Holders and any Other Holders who have requested participation in the Piggyback Registration (based, for each such Selling Holder or Other Holder, on the percentage derived by dividing (1) the number of shares of Common Stock proposed to be sold by such Selling Holder or such Other Holder in such offering; by (2) the aggregate number of shares of Common Stock proposed to be sold by all Selling Holders and all Other Holders in the Piggyback Registration other than the Persons initiating such Registration), and (C) third, to any other holder of shares of common stock with registration rights that are subordinate to the rights of the Holders hereunderadverse effect.

Priority of Piggyback Registration. If the Managing Underwriter managing underwriter or Underwriters underwriters of any proposed Underwritten Offering of shares of Common Stock Registrable Securities included in a Piggyback Registration advises Contango informs the Company and the Holders that have requested to participate in such Piggyback Registration in writing that, in its or their opinion, the total shares number of Common Stock securities which the Selling such Holders and any other Persons intend to include in such offering exceeds the number which can be sold in such offering without being likely to have a material and significant adverse effect on the offering price, timing or probability of success of the distribution of the Common Stock securities offered or the market for the Common Stocksecurities offered, then the Piggyback Notice provided by Contango pursuant to Section 2.2(a) shall include notification of such determination or, if such determination is made after the Piggyback Notice has been given, then Contango shall furnish notice in writing (including by e-mail) to the Holders (or to those who have timely elected to participate in such Underwritten Offering), and the Common Stock securities to be included in such Underwritten Offering Registration shall include be (i) first, 100% of the securities that the Company or (subject to Section 2.07) any Person (other than a Holder) exercising a contractual right to demand Registration, as the case may be, proposes to sell, (ii) second, and only if all the securities referred to in clause (i) have been included, the number of shares Registrable Securities that, in the opinion of Common Stock that such Managing Underwriter managing underwriter or Underwriters advises Contango underwriters, can be sold without having such material and adverse effecteffect in such Registration, with which such number to shall be allocated (i) if such Piggyback Registration was initiated by Contango, (A) first, to Contango, (B) second, pro rata among the Selling Holders and Institutional Investors that have requested to participate in such Registration based on the relative number of Registrable Securities then held by each such Institutional Investor (provided that any other Persons who securities thereby allocated to an Institutional Investor that exceed such Institutional Investor’s request shall be reallocated to the remaining requesting Institutional Investor), (iii) third, only if all the securities referred to in clause (ii) have been or after the date hereof are granted registration rights on parity with the registration rights granted under this Agreement (the “Other Holders”) who have requested participation in the Piggyback Registration (basedincluded, for each such Selling Holder or Other Holder, on the percentage derived by dividing (1) the number of shares Registrable Securities that, in the opinion of Common Stock proposed to such managing underwriter or underwriters, can be sold by without having such Selling Holder or such Other Holder adverse effect in such offering; by (2) the aggregate number of shares of Common Stock proposed to be sold by all Selling Holders and all Other Holders in the Piggyback Registration), and (C) third, to any other holder of shares of common stock with registration rights that are subordinate to the rights of the Holders hereunder and (ii) if such Piggyback Registration was not initiated by Contango, (A) first, to the Persons initiating such Registration, (B) second, which such number shall be allocated pro rata among the Selling Holders and any Other Holders who (excluding the Institutional Investors) that have requested participation to participate in such Registration based on the relative number of Registrable Securities then held by each such Holder (provided that any securities thereby allocated to a Holder that exceed such Holder’s request shall be reallocated among the remaining requesting Holders in like manner) and (iv) fourth, and only if all of the Registrable Securities referred to in clause (iii) have been included in such Registration, any other securities eligible for inclusion in such Registration that, in the Piggyback Registration (basedopinion of the managing underwriter or underwriters, for each such Selling Holder or Other Holder, on the percentage derived by dividing (1) the number of shares of Common Stock proposed to can be sold by without having such Selling Holder or such Other Holder adverse effect in such offering; by (2) the aggregate number of shares of Common Stock proposed to be sold by all Selling Holders and all Other Holders in the Piggyback Registration other than the Persons initiating such Registration), and (C) third, to any other holder of shares of common stock with registration rights that are subordinate to the rights of the Holders hereunder.

Priority of Piggyback Registration. If the Managing Underwriter managing underwriter or Underwriters underwriters of any proposed Underwritten Offering of shares a class of Common Stock Registrable Securities included in a Piggyback Registration advises Contango that informs SunCoke and Holders in writing that, in its or their opinion, the total shares number of Common Stock securities of such class which the Selling Holders such Holder and any other Persons intend to include in such offering exceeds the number which can be sold in such offering without being likely to have a material and an adverse effect on the offering price, timing or probability of success of the distribution of the Common Stock securities offered or the market for the Common Stocksecurities offered, then the Piggyback Notice provided by Contango pursuant to Section 2.2(a) shall include notification of such determination or, if such determination is made after the Piggyback Notice has been given, then Contango shall furnish notice in writing (including by e-mail) to the Holders (or to those who have timely elected to participate in such Underwritten Offering), and the Common Stock securities to be included in such Underwritten Offering Registration shall include be (i) first, all securities of SunCoke and any other Persons (other than SunCoke’s executive officers and directors) for whom SunCoke is effecting the Registration, as the case may be, proposes to sell, (ii) second, the number of shares Registrable Securities of Common Stock that such Managing Underwriter class that, in the opinion of such managing underwriter or Underwriters advises Contango underwriters, can be sold without having such material and adverse effect, with such number to be allocated (i) if such Piggyback Registration was initiated by Contango, (A) first, to Contango, (B) second, pro rata among the Selling Holders and any other Persons who have been or after the date hereof are granted registration rights on parity with the registration rights granted under this Agreement (the “Other Holders”) who that have requested participation to participate in the Piggyback such Registration (based, for each such Selling Holder or Other Holder, based on the percentage derived relative number of Registrable Securities of such class requested by dividing such Holder to be included in such sale (1provided that any securities thereby allocated to a Holder that exceed such Holder’s request shall be reallocated among the remaining requesting Holders in like manner), subject to any superior contractual rights of other holders, (iii) third, the number of shares securities of Common Stock proposed executive officers and directors for whom SunCoke is effecting the Registration, as the case may be, with such number to be sold by such Selling Holder or such Other Holder in such offering; by (2) the aggregate number of shares of Common Stock proposed to be sold by all Selling Holders and all Other Holders in the Piggyback Registration), and (C) third, to any other holder of shares of common stock with registration rights that are subordinate to the rights of the Holders hereunder and (ii) if such Piggyback Registration was not initiated by Contango, (A) first, to the Persons initiating such Registration, (B) second, allocated pro rata among the Selling Holders executive officers and any Other Holders who have requested participation in the Piggyback Registration (based, for each such Selling Holder or Other Holder, on the percentage derived by dividing (1) the number of shares of Common Stock proposed to be sold by such Selling Holder or such Other Holder in such offering; by (2) the aggregate number of shares of Common Stock proposed to be sold by all Selling Holders and all Other Holders in the Piggyback Registration other than the Persons initiating such Registration)directors, and (Civ) thirdfourth, to any other holder securities eligible for inclusion in such Registration, allocated among the holders of shares of common stock with registration rights that are subordinate to the rights of the Holders hereundersuch securities in such proportion as SunCoke and those holders may agree.

Priority of Piggyback Registration. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering of shares of Common Stock Units included in a Piggyback Registration advises Contango Inergy that the total shares amount of Common Stock Units which the Selling Holders and any other Persons intend to include in such offering exceeds the number which can be sold in such offering without being likely to have a material and an adverse effect on the offering price, timing or probability of success of the distribution of the Common Stock Units offered or the market for the Common StockUnits, then the Piggyback Notice provided by Contango pursuant to Section 2.2(a) shall include notification of such determination or, if such determination is made after the Piggyback Notice has been given, then Contango shall furnish notice in writing (including by e-mail) to the Holders (or to those who have timely elected to participate in such Underwritten Offering), and the Common Stock Units to be included in such Underwritten Offering shall include the number of shares of Common Stock Registrable Securities that such Managing Underwriter or Underwriters advises Contango Inergy can be sold without having such material and adverse effect, with such number to be allocated (i) first, among those holders with rights under that certain Investors Rights Agreement dated as of January 12, 2001, by and among Inergy Partners, LLC (as predecessor to Inergy) and the investors named therein; (ii) second, if there remains availability for additional Common Units to be included in such Piggyback Registration was initiated by Contango, (A) first, to Contango, (B) secondRegistration, pro rata among (W) those holders with rights under that certain Registration Rights Agreement dated as of November 29, 2004, by and between Inergy and Xxxxx Xxxxxxxx MLP Investment Company (“Xxxxx Xxxxxxxx”), (X) those holders with rights under that certain Registration Rights Agreement dated as of November 29, 2004 by and between Inergy and Tortoise Energy Infrastructure Corporation (“Tortoise”), and (Y) the Selling Holders and any other Persons who have been or after the date hereof are granted registration rights on parity with or after the registration rights granted under date of this Agreement (the “Other Holders”) who have requested participation in the Piggyback Registration (based, for each such of Xxxxx Xxxxxxxx, Tortoise, Selling Holder or Other Holder, on the percentage derived by dividing (1A) the number of shares of Common Stock Registrable Securities proposed to be sold by each of Xxxxx Xxxxxxxx, Tortoise, such Selling Holder or such Other Holder in such offering, as the case may be; by (2B) the aggregate number of shares of Common Stock Units proposed to be sold by all Selling Holders and all Other Holders in the Piggyback Registration), ; and (Ciii) third, if there remains availability for additional Common Units to any other holder of shares of common stock with registration rights that are subordinate to the rights of the Holders hereunder and (ii) if be included in such Piggyback Registration was not initiated by Contango, (A) first, to the Persons initiating such Registration, (B) second, such additional Common Units shall be allocated pro rata among IPCH Acquisition Corp. (“IPCH”) pursuant to that certain Registration Rights Agreement dated as of December 19, 2001, by and between Inergy and IPCH and the Selling Holders and General Partners or any Other Holders who have requested participation of their Affiliates (as such term is defined in the Piggyback Registration (based, for each such Selling Holder or Other Holder, on the percentage derived by dividing (1Partnership Agreement) the number of shares of Common Stock proposed to be sold by such Selling Holder or such Other Holder in such offering; by (2) the aggregate number of shares of Common Stock proposed to be sold by all Selling Holders and all Other Holders in the Piggyback Registration other than the Persons initiating such Registration), and (C) third, to any other holder of shares of common stock with registration rights that are subordinate to the rights under Section 7.12 of the Holders hereunderPartnership Agreement.

Priority of Piggyback Registration. If the Managing Underwriter managing underwriter or Underwriters underwriters of any proposed Underwritten Offering of shares a Class of Common Stock Registrable Securities included in a Piggyback Registration advises Contango that informs the total shares Company Parties and the holders of Common Stock such Class of Registrable Securities in writing that, in its or their opinion, the number of securities of such Class which the Selling Holders such holders and any other Persons intend to include in such offering exceeds the number which can be sold in such offering without being likely to have a material and significant adverse effect on the offering price, timing or probability of success of the distribution of the Common Stock securities offered or the market for the Common Stocksecurities offered, then the Piggyback Notice provided by Contango pursuant to Section 2.2(a) shall include notification of such determination or, if such determination is made after the Piggyback Notice has been given, then Contango shall furnish notice in writing (including by e-mail) to the Holders (or to those who have timely elected to participate in such Underwritten Offering), and the Common Stock securities to be included in such Underwritten Offering Registration shall include subject to the last sentence of this Section 2.3(b), be (i) first, 100% of the securities of such Class that the Company Parties or (subject to Section 2.7) any Person (other than a holder of Registrable Securities) exercising a contractual right to demand Registration, as the case may be, proposes to sell, and (ii) second, and only if all the securities referred to in clause (i) have been included, the number of shares Registrable Securities of Common Stock that such Managing Underwriter Class that, in the opinion of such managing underwriter or Underwriters advises Contango underwriters, can be sold without having such material and adverse effect, with such number to be allocated (i) if such Piggyback Registration was initiated by Contango, (A) first, to Contango, (B) second, pro rata among the Selling Holders and any other Persons who have been or after the date hereof are granted registration rights on parity with the registration rights granted under this Agreement (the “Other Holders”) who holders that have requested participation in the Piggyback Registration (based, for each such Selling Holder or Other Holder, on the percentage derived by dividing (1) the number of shares of Common Stock proposed to be sold by such Selling Holder or such Other Holder in such offering; by (2) the aggregate number of shares of Common Stock proposed to be sold by all Selling Holders and all Other Holders in the Piggyback Registration), participate and (Ciii) third, to any other holder of shares of common stock with registration rights that are subordinate to the rights and only if all of the Holders hereunder and Registrable Securities referred to in clause (ii) if have been included in such Registration, any other securities eligible for inclusion in such Registration. Notwithstanding anything to the contrary in this Section 2.3(b), the Registrable Securities to be included in a Piggyback Registration shall not be reduced below 25% of the total number of securities included in such Piggyback Registration was not initiated by Contangoand, (A) firstif necessary in order to meet such 25% threshold, to Registrable Securities that are the Persons initiating subject of request for participation in such Piggyback Registration shall be included in such Piggyback Registration, in lieu of those to be included pursuant to clause (Bi) secondabove, allocated pro rata among the Selling Holders and any Other Holders who holders of Registrable Securities that have requested participation to participate in such Registration based on the Piggyback Registration (based, for relative number of Registrable Securities of such Class then held by each such Selling Holder or Other Holder, on holder (provided that any securities thereby allocated to a holder that exceed such holder's request shall be reallocated among the percentage derived by dividing (1) the number of shares of Common Stock proposed to be sold by such Selling Holder or such Other Holder remaining requesting holders in such offering; by (2) the aggregate number of shares of Common Stock proposed to be sold by all Selling Holders and all Other Holders in the Piggyback Registration other than the Persons initiating such Registrationlike manner), and (C) third, to any other holder of shares of common stock with registration rights that are subordinate to the rights of the Holders hereunder.

Priority of Piggyback Registration. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering of shares of Class A Common Stock included in a Piggyback Registration advises Contango USWS that the total shares of Class A Common Stock which the Selling Holders and any other Persons intend to include in such offering exceeds the number which can be sold in such offering without being likely to have a material and an adverse effect on the offering price, timing or probability of success of the distribution of the Class A Common Stock offered or the market for the Class A Common Stock, then the Piggyback Notice provided by Contango USWS pursuant to Section 2.2(a) shall include notification of such determination or, if such determination is made after the Piggyback Notice has been given, then Contango USWS shall furnish notice in writing (including by e-mail) to the Holders (or to those who have timely elected to participate in such Underwritten Offering), and the Class A Common Stock to be included in such Underwritten Offering shall include the number of shares of Class A Common Stock that such Managing Underwriter or Underwriters advises Contango USWS can be sold without having such material and adverse effect, with such number to be allocated (i) if such Piggyback Registration was initiated by ContangoUSWS, (A) first, to ContangoUSWS, (B) second, pro rata among the Selling Holders and any other Persons who have been or after the date hereof are granted registration rights on parity (including pursuant to the Existing Preferred RRAs and the Existing Third Lien RRA) with the registration rights granted under this Agreement (the “Other Holders”) who have requested participation in the Piggyback Registration (based, for each such Selling Holder or Other Holder, on the percentage derived by dividing (1) the number of shares of Class A Common Stock proposed to be sold by such Selling Holder or such Other Holder in such offering; by (2) the aggregate number of shares of Class A Common Stock proposed to be sold by all Selling Holders and all Other Holders in the Piggyback Registration), and (C) third, to any other holder of shares of common stock Class A Common Stock with registration rights that are subordinate to the rights of the Holders hereunder and (ii) if such Piggyback Registration was not initiated by ContangoUSWS, (A) first, to the Persons initiating such Registration, (B) second, pro rata among the Selling Holders and any Other Holders who have requested participation in the Piggyback Registration (based, for each such Selling Holder or Other Holder, on the percentage derived by dividing (1) the number of shares of Class A Common Stock proposed to be sold by such Selling Holder or such Other Holder in such offering; by (2) the aggregate number of shares of Class A Common Stock proposed to be sold by all Selling Holders and all Other Holders in the Piggyback Registration other than the Persons initiating such Registration), except that in the case of a Shelf Underwritten Offering (as defined in the Registration Rights Agreement of USWS dated November 9, 2018 (the “Existing RRA”)) the Holders shall only be permitted to participate in such Shelf Underwritten Offering after all of the securities that Other Holders have requested to be included in such Shelf Underwritten Offering pursuant to the Existing RRA have been so included, and (C) third, to any other holder of shares of common stock Class A Common Stock with registration rights that are subordinate to the rights of the Holders hereunder.

Priority of Piggyback Registration. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering of shares of Common Stock Units included in a Piggyback Registration advises Contango Inergy that the total shares amount of Common Stock Units which the Selling Holders and any other Persons intend to include in such offering exceeds the number which can be sold in such offering without being likely to have a material and an adverse effect on the offering price, timing or probability of success of the distribution of the Common Stock Units offered or the market for the Common StockUnits, then the Piggyback Notice provided by Contango pursuant to Section 2.2(a) shall include notification of such determination or, if such determination is made after the Piggyback Notice has been given, then Contango shall furnish notice in writing (including by e-mail) to the Holders (or to those who have timely elected to participate in such Underwritten Offering), and the Common Stock Units to be included in such Underwritten Offering shall include the number of shares of Common Stock Registrable Securities that such Managing Underwriter or Underwriters advises Contango Inergy can be sold without having such material and adverse effect, with such number to be allocated (i) first, among those holders with rights under that certain Investors Rights Agreement dated as of January 12, 2001, by and among Inergy Partners, LLC (as predecessor to Inergy) and the investors named therein; (ii) second, if there remains availability for additional Common Units to be included in such Piggyback Registration was initiated by Contango, (A) first, to Contango, (B) secondRegistration, pro rata among the Selling Holders and any other Persons who have been or after the date hereof are granted registration rights on parity with or after the registration rights granted under date of this Agreement (the “Other Holders”) who have requested participation in the Piggyback Registration (based, for each such Selling Holder or Other Holder, on the percentage derived by dividing (1A) the number of shares of Common Stock Registrable Securities proposed to be sold by such Selling Holder or such Other Holder in such offering; by (2B) the aggregate number of shares of Common Stock Units proposed to be sold by all Selling Holders and all Other Holders in the Piggyback Registration), ; and (Ciii) third, if there remains availability for additional Common Units to any other holder of shares of common stock with registration rights that are subordinate to the rights of the Holders hereunder and (ii) if be included in such Piggyback Registration was not initiated by Contango, (A) first, to the Persons initiating such Registration, (B) second, such additional Common Units shall be allocated pro rata among IPCH Acquisition Corp. (“IPCH”) pursuant to that certain Registration Rights Agreement dated as of December 19, 2001, by and between Inergy and IPCH and the Selling Holders and General Partners or any Other Holders who have requested participation of their Affiliates (as such term is defined in the Piggyback Registration (based, for each such Selling Holder or Other Holder, on the percentage derived by dividing (1Partnership Agreement) the number of shares of Common Stock proposed to be sold by such Selling Holder or such Other Holder in such offering; by (2) the aggregate number of shares of Common Stock proposed to be sold by all Selling Holders and all Other Holders in the Piggyback Registration other than the Persons initiating such Registration), and (C) third, to any other holder of shares of common stock with registration rights that are subordinate to the rights under Section 7.12 of the Holders hereunderPartnership Agreement.

Priority of Piggyback Registration. If the Managing Underwriter managing underwriter or Underwriters underwriters of any proposed Underwritten Offering offering of shares of Common Stock Registrable Securities included in a Piggyback Registration advises Contango informs the Company and the participating Holders in writing that, in its or their opinion, the number of securities that the total shares of Common Stock which the Selling such Holders and any other Persons intend to include in such offering exceeds the number which that can be sold in such offering without being likely to have a material and significant adverse effect on the offering price, timing or probability of success of the distribution of the Common Stock securities offered or the market for the Common Stocksecurities offered, then the Piggyback Notice provided by Contango pursuant to Section 2.2(a) shall include notification of such determination or, if such determination is made after the Piggyback Notice has been given, then Contango shall furnish notice in writing (including by e-mail) to the Holders (or to those who have timely elected to participate in such Underwritten Offering), and the Common Stock securities to be included in such Underwritten Offering Registration shall include be (i) first, 100% of the securities that the Company proposes to sell and (ii) second, and only if all the securities referred to in clause (i) have been included, the number of shares Registrable Securities that, in the opinion of Common Stock that such Managing Underwriter managing underwriter or Underwriters advises Contango underwriters, can be sold without having such material and adverse effect, with such number to be allocated (i) if among the Holders that have requested to participate in such Piggyback Registration was initiated by Contango, based on an amount equal to the lesser of (A) first, to Contango, (B) second, pro rata among the Selling Holders and any other Persons who have been or after the date hereof are granted registration rights on parity with the registration rights granted under this Agreement (the “Other Holders”) who have requested participation in the Piggyback Registration (based, for each such Selling Holder or Other Holder, on the percentage derived by dividing (1) the number of shares of Common Stock proposed such Registrable Securities requested to be sold by such Selling Holder or Holder, and (B) a number of such Other Holder in shares equal to such offering; by Holder’s Pro Rata Portion, provided that with respect to GIC, if (2x) the aggregate number of shares of Common Stock proposed Registrable Securities requested to be sold registered by all Selling Holders GIC exceeds GIC’s Pro Rata Portion and all Other Holders (y) the number of Registrable Securities requested to be registered by the TPG Investor is less than the TPG Investor’s Pro Rata Portion, then with the consent of the TPG Investor (not to be unreasonably withheld), GIC shall be allocated an additional number of securities equal to the less of the excess described in the Piggyback Registrationpreceding clause (x) and the excess described in the preceding clause (y), and (Ciii) third, to any other holder of shares of common stock with registration rights that are subordinate to the rights and only if all of the Holders hereunder and Registrable Securities referred to in clause (ii) if such Piggyback Registration was not initiated by Contango, (A) first, to the Persons initiating have been included in such Registration, (B) second, pro rata among the Selling Holders and any Other Holders who have requested participation in the Piggyback Registration (based, other securities eligible for each such Selling Holder or Other Holder, on the percentage derived by dividing (1) the number of shares of Common Stock proposed to be sold by such Selling Holder or such Other Holder inclusion in such offering; by (2) the aggregate number of shares of Common Stock proposed to be sold by all Selling Holders and all Other Holders in the Piggyback Registration other than the Persons initiating such Registration), and (C) third, to any other holder of shares of common stock with registration rights that are subordinate to the rights of the Holders hereunder.

Priority of Piggyback Registration. If the Managing Underwriter managing underwriter or Underwriters underwriters of any proposed Underwritten Offering of shares of Common Stock Registrable Securities included in a Piggyback Registration advises Contango that informs the total shares Company and the Holders of Common Stock Registrable Securities in writing that, in its or their opinion, the number of securities which the Selling such Holders and any other Persons intend to include in such offering exceeds the number which can be sold in such offering without being likely to have a material and significant adverse effect on the offering price, timing or probability of success of the distribution of the Common Stock securities offered or the market for the Common Stocksecurities offered, then the Piggyback Notice provided by Contango pursuant to Section 2.2(a) shall include notification of such determination or, if such determination is made after the Piggyback Notice has been given, then Contango shall furnish notice in writing (including by e-mail) to the Holders (or to those who have timely elected to participate in such Underwritten Offering), and the Common Stock securities to be included in such Underwritten Offering Registration shall include be (i) first, 100% of the securities proposed to be sold in such Registration by the Company proposes to sell, and (ii) second, and only if all the securities referred to in clause (i) have been included, the number of shares Registrable Securities that, in the opinion of Common Stock that such Managing Underwriter managing underwriter or Underwriters advises Contango underwriters, can be sold without having such material and adverse effect, with such number to be allocated (i) if such Piggyback Registration was initiated by Contango, (A) first, to Contango, (B) second, pro rata among the Selling Holders stockholders of the Company and any other Persons who have been or after the date hereof are granted registration rights on parity with the registration rights granted under this Agreement (the “Other Holders”) who Person exercising a contractual right to demand Registration that have requested participation to participate in such Registration based on the Piggyback Registration (based, for relative number of Registrable Securities then held by each such Selling Holder or Other Holder, on stockholder of the percentage derived by dividing Company (1provided that any securities thereby allocated to a stockholder of the Company that exceed such stockholder’s request shall be reallocated among the remaining requesting stockholders in like manner) the number of shares of Common Stock proposed to be sold by such Selling Holder or such Other Holder in such offering; by (2) the aggregate number of shares of Common Stock proposed to be sold by all Selling Holders and all Other Holders in the Piggyback Registration), and (Ciii) third, to any other holder of shares of common stock with registration rights that are subordinate to the rights and only if all of the Holders hereunder and Registrable Securities referred to in clause (ii) if such Piggyback Registration was not initiated by Contango, (A) first, to the Persons initiating have been included in such Registration, any other securities eligible for inclusion in such Registration, unless the managing underwriters require a different allocation. For purposes of any allocation pursuant to this Section 2.03(b), all Registrable Securities held by any stockholder of the Company (Bincluding any Holder) secondshall also include any Registrable Securities held by the partners, pro rata among retired partners, members, shareholders or Affiliates of such stockholder, or the Selling Holders estates and family members of any Other Holders who have requested participation in the Piggyback Registration (based, for each such Selling Holder or Other Holder, on the percentage derived by dividing (1) the number of shares of Common Stock proposed to be sold by such Selling Holder stockholder or such Other Holder partners and retired partners and members, any trusts for the benefit of any of the foregoing Persons and, at the election of such stockholder or such partners, retired partners, members, trusts or affiliates, in such offering; by (2) each case to which any of the aggregate number of shares of Common Stock proposed to be sold by all Selling Holders and all Other Holders in the Piggyback Registration other than the Persons initiating such Registration)foregoing shall have distributed, and (C) third, to any other holder of shares of common stock with registration rights that are subordinate transferred or contributed Registrable Securities prior to the rights execution of the Holders hereunderunderwriting agreement in connection with such Underwritten Offering.

Priority of Piggyback Registration. If the Managing Underwriter managing underwriter or Underwriters underwriters of any proposed Underwritten Offering of shares of Common Stock Registrable Securities included in a Piggyback Registration advises Contango informs the Company and the Holders that have requested to participate in such Piggyback Registration in writing that, in its or their opinion, the total shares number of Common Stock securities which the Selling such Holders and any other Persons intend to include in such offering exceeds the number which can be sold in such offering without being likely to have a material and significant adverse effect on the offering price, timing or probability of success of the distribution of the Common Stock securities offered or the market for the Common Stocksecurities offered, then the Piggyback Notice provided by Contango pursuant to Section 2.2(a) shall include notification of such determination or, if such determination is made after the Piggyback Notice has been given, then Contango shall furnish notice in writing (including by e-mail) to the Holders (or to those who have timely elected to participate in such Underwritten Offering), and the Common Stock securities to be included in such Underwritten Offering Registration shall include be (i) first, 100% of the securities that the Company or (subject to Section 2.05) any Person (other than a Holder) exercising a contractual right to demand Registration, as the case may be, proposes to sell, (ii) second, and only if all the securities referred to in clause (i) have been included, the number of shares Registrable Securities that, in the opinion of Common Stock that such Managing Underwriter managing underwriter or Underwriters advises Contango underwriters, can be sold without having such material and adverse effecteffect in such Registration, with which such number to shall be allocated (i) if such Piggyback Registration was initiated by Contango, (A) first, to Contango, (B) second, pro rata among the Selling Holders and Cartesian Investors that have requested to participate in such Registration based on the relative number of Registrable Securities then held by each such Cartesian Investor (provided that any other Persons who securities thereby allocated to a Cartesian Investor that exceed such Cartesian Investor’s request shall be reallocated among the remaining requesting Cartesian Investors in like manner),and (iii) third, only if all the securities referred to in clause (ii) have been or after the date hereof are granted registration rights on parity with the registration rights granted under this Agreement (the “Other Holders”) who have requested participation in the Piggyback Registration (basedincluded, for each such Selling Holder or Other Holder, on the percentage derived by dividing (1) the number of shares Registrable Securities that, in the opinion of Common Stock proposed to such managing underwriter or underwriters, can be sold by without having such Selling Holder or such Other Holder adverse effect in such offering; by (2) the aggregate number of shares of Common Stock proposed to be sold by all Selling Holders and all Other Holders in the Piggyback Registration), and (C) third, to any other holder of shares of common stock with registration rights that are subordinate to the rights of the Holders hereunder and (ii) if such Piggyback Registration was not initiated by Contango, (A) first, to the Persons initiating such Registration, (B) second, which such number shall be allocated pro rata among the Selling Holders and any Other Holders who (excluding the Cartesian Investors) that have requested participation to participate in such Registration based on the relative number of Registrable Securities then held by each such Holder (provided that any securities thereby allocated to a Holder that exceed such Holder’s request shall be reallocated among the remaining requesting Holders in like manner) and (iv) fourth, and only if all of the Registrable Securities referred to in clause (iii) have been included in such Registration, any other securities eligible for inclusion in such Registration that, in the Piggyback Registration (basedopinion of the managing underwriter or underwriters, for each such Selling Holder or Other Holder, on the percentage derived by dividing (1) the number of shares of Common Stock proposed to can be sold by without having such Selling Holder or such Other Holder adverse effect in such offering; by (2) the aggregate number of shares of Common Stock proposed to be sold by all Selling Holders and all Other Holders in the Piggyback Registration other than the Persons initiating such Registration), and (C) third, to any other holder of shares of common stock with registration rights that are subordinate to the rights of the Holders hereunder.

Priority of Piggyback Registration. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering of shares of Class A Common Stock included in a Piggyback Registration advises Contango USWS that the total shares of Class A Common Stock which the Selling Holders and any other Persons intend to include in such offering exceeds the number which can be sold in such offering without being likely to have a material and an adverse effect on the offering price, timing or probability of success of the distribution of the Class A Common Stock offered or the market for the Class A Common Stock, then the Piggyback Notice provided by Contango USWS pursuant to Section 2.2(a) shall include notification of such determination or, if such determination is made after the Piggyback Notice has been given, then Contango USWS shall furnish notice in writing (including by e-mail) to the Holders (or to those who have timely elected to participate in such Underwritten Offering), and the Class A Common Stock to be included in such Underwritten Offering shall include the number of shares of Class A Common Stock that such Managing Underwriter or Underwriters advises Contango USWS can be sold without having such material and adverse effect, with such number to be allocated (i) if such Piggyback Registration was initiated by ContangoUSWS, (A) first, to ContangoUSWS, (B) second, pro rata among the Selling Holders and any other Persons who have been or after the date hereof are granted registration rights on parity with the registration rights granted under this Agreement (the “Other Holders”) who have requested participation in the Piggyback Registration (based, for each such Selling Holder or Other Holder, on the percentage derived by dividing (1) the number of shares of Class A Common Stock proposed to be sold by such Selling Holder or such Other Holder in such offering; by (2) the aggregate number of shares of Class A Common Stock proposed to be sold by all Selling Holders and all Other Holders in the Piggyback Registration), and (C) third, to any other holder of shares of Class A common stock with registration rights that are subordinate to the rights of the Holders hereunder and (ii) if such Piggyback Registration was not initiated by ContangoUSWS, (A) first, to the Persons initiating such Registration, (B) second, pro rata among the Selling Holders and any Other Holders who have requested participation in the Piggyback Registration (based, for each such Selling Holder or Other Holder, on the percentage derived by dividing (1) the number of shares of Class A Common Stock proposed to be sold by such Selling Holder or such Other Holder in such offering; by (2) the aggregate number of shares of Class A Common Stock proposed to be sold by all Selling Holders and all Other Holders in the Piggyback Registration other than the Persons initiating such Registration), except that in the case of a Shelf Underwritten Offering (as defined in the Registration Rights Agreement of the Company dated November 9, 2018 (the “Existing RRA”)) the Holders shall only be permitted to participate in such Shelf Underwritten Offering after all of the securities that Other Holders have requested to be included in such Shelf Underwritten Offering pursuant to the Existing RRA have been so included, and (C) third, to any other holder of shares of Class A common stock with registration rights that are subordinate to the rights of the Holders hereunder.

Priority of Piggyback Registration. If the Managing Underwriter managing underwriter or Underwriters underwriters of any proposed Underwritten Offering of shares of Common Stock Registrable Securities included in a Piggyback Registration advises Contango informs the Company and the Holders that have requested to participate in such Piggyback Registration in writing that, in its or their good-faith opinion, the total shares number of Common Stock securities which the Selling such Holders and any other Persons intend to include in such offering exceeds the number which can be sold in such offering without being likely to have a material and adverse effect on the offering price, timing or probability of success of the distribution of the Common Stock offered or the market for the Common StockMaximum Offering Size, then the Piggyback Notice provided by Contango pursuant to Section 2.2(a) shall include notification of such determination or, if such determination is made after the Piggyback Notice has been given, then Contango shall furnish notice in writing (including by e-mail) to the Holders (or to those who have timely elected to participate in such Underwritten Offering), and the Common Stock securities to be included in such Underwritten Offering Registration shall include be (i) first, 100% of the securities that the Company proposes to sell, (ii) second, and only if all the securities referred to in clause (i) have been included, the number of shares Registrable Securities that, in the good-faith opinion of Common Stock that such Managing Underwriter managing underwriter or Underwriters advises Contango underwriters, can be sold without having such material and adverse effectexceeding the Maximum Offering Size, with such which number to shall be allocated (i) if such Piggyback Registration was initiated by Contango, (A) first, to Contango, (B) second, pro rata among the Selling Holders Requesting Investors that have requested to participate in such Registration based on the relative number of Registrable Securities then held by each such Requesting Investor (provided that any securities thereby allocated to a Requesting Investor that exceed such Requesting Investor’s request shall be reallocated among the remaining Requesting Investors in like manner), (iii) third, and any other Persons who only if all the securities referred to in clause (ii) have been or after the date hereof are granted registration rights on parity with the registration rights granted under this Agreement (the “Other Holders”) who have requested participation in the Piggyback Registration (basedincluded, for each such Selling Holder or Other Holder, on the percentage derived by dividing (1) the number of shares Registrable Securities that, in the good-faith opinion of Common Stock proposed to such managing underwriter or underwriters, can be sold by without exceeding the Maximum Offering Size, which such Selling Holder or such Other Holder in such offering; by (2) the aggregate number of shares of Common Stock proposed to shall be sold by all Selling Holders and all Other Holders in the Piggyback Registration), and (C) third, to any other holder of shares of common stock with registration rights that are subordinate to the rights of the Holders hereunder and (ii) if such Piggyback Registration was not initiated by Contango, (A) first, to the Persons initiating such Registration, (B) second, allocated pro rata among the Selling Holders and any Other Holders who Investors (excluding the Requesting Investors) that have requested participation to participate in such Registration based on the Piggyback Registration (based, for relative number of Registrable Securities then held by each such Selling Holder or Other HolderInvestor (provided that any securities thereby allocated to an Investor that exceed such Investor’s request shall be reallocated among the remaining requesting Investors in like manner), on (iv) fourth, and only if all the percentage derived by dividing securities referred to in clause (1iii) have been included, the number of shares Registrable Securities that, in the good-faith opinion of Common Stock proposed to such managing underwriter or underwriters, can be sold by without exceeding the Maximum Offering Size, which such Selling Holder or such Other Holder number shall be allocated pro rata among the Holders (excluding the Investors) that have requested to participate in such offering; by (2) Registration based on the aggregate relative number of shares Registrable Securities then held by each such Holder (provided that any securities thereby allocated to a Holder that exceed such Holder’s request shall be reallocated among the remaining requesting Holders in like manner) and (v) fifth, and only if all of Common Stock proposed the Registrable Securities referred to in clause (iv) have been included in such Registration, any other securities eligible for inclusion in such Registration that, in the good-faith opinion of the managing underwriter or underwriters, can be sold by all Selling Holders and all Other Holders in without exceeding the Piggyback Registration other than the Persons initiating such Registration), and (C) third, to any other holder of shares of common stock with registration rights that are subordinate to the rights of the Holders hereunderMaximum Offering Size.

Priority of Piggyback Registration. If the Managing Underwriter managing underwriter or Underwriters underwriters of any proposed Underwritten Offering of shares of Common Stock Registrable Securities included in a Piggyback Registration advises Contango informs the Company and the Holders that have requested to participate in such Piggyback Registration in writing that, in its or their opinion, the total shares number of Common Stock securities which the Selling such Holders and any other Persons intend to include in such offering exceeds the number which can be sold in such offering without being likely to have a material and significant adverse effect on the offering price, timing timing, or probability of success of the distribution of the Common Stock securities offered or the market for the Common Stocksecurities offered, then the Piggyback Notice provided by Contango pursuant to Section 2.2(a) shall include notification of such determination or, if such determination is made after the Piggyback Notice has been given, then Contango shall furnish notice in writing (including by e-mail) to the Holders (or to those who have timely elected to participate in such Underwritten Offering), and the Common Stock securities to be included in such Underwritten Offering Registration shall include be (i) first, 100% of the securities that the Company or (subject to Section 2.07) any Person (other than a Holder) exercising a contractual right to demand Registration, as the case may be, proposes to sell, (ii) second, and only if all the securities referred to in clause (i) have been included, the number of shares Registrable Securities that, in the opinion of Common Stock that such Managing Underwriter managing underwriter or Underwriters advises Contango underwriters, can be sold without having such material and adverse effecteffect in such Registration, with which such number to shall be allocated (i) if such Piggyback Registration was initiated by Contango, (A) first, to Contango, (B) second, pro rata among the Selling Holders Institutional Investors that have requested to participate in such Registration based on the relative number of Registrable Securities then held by each such Institutional Investor (provided, that any securities thereby allocated to an Institutional Investor that exceed such Institutional Investor’s request shall be reallocated among the remaining requesting Institutional Investors in like manner), (iii) third, and any other Persons who only if all the securities referred to in clause (ii) have been or after the date hereof are granted registration rights on parity with the registration rights granted under this Agreement (the “Other Holders”) who have requested participation in the Piggyback Registration (basedincluded, for each such Selling Holder or Other Holder, on the percentage derived by dividing (1) the number of shares Registrable Securities that, in the opinion of Common Stock proposed to such managing underwriter or underwriters, can be sold by without having such Selling Holder or such Other Holder adverse effect in such offering; by Registration, which such number shall be allocated pro rata among the Holders (2excluding the Institutional Investors) that have requested to participate in such Registration based on the aggregate relative number of shares of Common Stock proposed Registrable Securities then held by each such Holder (provided, that any securities thereby allocated to a Holder that exceed such Hxxxxx’s request shall be sold by all Selling Holders and all Other reallocated among the remaining requesting Holders in the Piggyback Registrationlike manner), and (Civ) thirdfourth, to any other holder of shares of common stock with registration rights that are subordinate to the rights and only if all of the Holders hereunder and Registrable Securities referred to in clause (iiiii) if such Piggyback Registration was not initiated by Contango, (A) first, to the Persons initiating have been included in such Registration, (B) secondany other securities eligible for inclusion in such Registration that, pro rata among the Selling Holders and any Other Holders who have requested participation in the Piggyback Registration (basedopinion of the managing underwriter or underwriters, for each such Selling Holder or Other Holder, on the percentage derived by dividing (1) the number of shares of Common Stock proposed to can be sold by without having such Selling Holder or such Other Holder adverse effect in such offering; by (2) the aggregate number of shares of Common Stock proposed to be sold by all Selling Holders and all Other Holders in the Piggyback Registration other than the Persons initiating such Registration), and (C) third, to any other holder of shares of common stock with registration rights that are subordinate to the rights of the Holders hereunder.

Priority of Piggyback Registration. If the Managing Underwriter managing underwriter or Underwriters underwriters of any proposed Underwritten Offering of shares of Common Stock Registrable Securities included in a Piggyback Registration advises Contango that informs the total shares Company in writing (which, for the avoidance of Common Stock doubt, may be via e-mail) that, in its or their opinion, the number of securities which the Selling such Holders and any other Persons intend to include in such offering exceeds the number which can be sold in such offering without being likely to have a material and significant adverse effect on the offering price, timing or probability of success of the distribution of the Common Stock securities offered or the market for the Common Stocksecurities offered, then the Piggyback Notice provided by Contango pursuant to Section 2.2(a) shall include notification of such determination or, if such determination is made after the Piggyback Notice has been given, then Contango shall furnish notice in writing (including by e-mail) to the Holders (or to those who have timely elected to participate in such Underwritten Offering), and the Common Stock securities to be included in such Underwritten Offering Piggyback Registration shall include be (a) first, the number of shares Registrable Securities that the Company proposes to sell, that, in the opinion of Common Stock that such Managing Underwriter or Underwriters advises Contango managing underwriter(s), can be sold without having such material and significant adverse effect, with such number to be allocated (i) if such Piggyback Registration was initiated by Contango, (A) first, to Contango, (Bb) second, pro rata among the Selling Holders and any other Persons who only if all securities referred to in clause (a) have been or after the date hereof are granted registration rights on parity with the registration rights granted under this Agreement (the “Other Holders”) who have requested participation included in the Piggyback Registration (basedsuch registration, for each such Selling Holder or Other Holder, on the percentage derived by dividing (1) the number of shares of Common Stock proposed Registrable Securities requested by all Investor Shareholders to be included in such offering that, in the opinion of such managing underwriter(s), can be sold without having such significant adverse effect, pro rata on the basis of the respective number of Registrable Securities then held by each such Selling Holder or such Other Holder Investor Shareholder, (c) third, only if all securities referred to in clauses (a) and (b) have been included in such offering; by (2) , the aggregate number of shares of Common Stock proposed Registrable Securities requested by all Management Shareholders and Sponsor Holders to be sold by all Selling Holders and all Other Holders included in such offering that, in the Piggyback Registrationopinion of such managing underwriter(s), can be sold without having such significant adverse effect, pro rata on the basis of the respective number of Registrable Securities then held by each such Management Shareholder and Sponsor Holder and (Cd) thirdfourth, only if all securities referred to any other holder of shares of common stock with registration rights that are subordinate to the rights of the Holders hereunder in clauses (a), (b) and (iic) if such Piggyback Registration was not initiated by Contango, (A) first, to the Persons initiating have been included in such Registration, (B) secondthe number of Company Shares that any other Person exercising a contractual right to demand Registration proposes to sell that, in the opinion of such managing underwriter(s), can be sold without having such significant adverse effect, pro rata among on the Selling Holders and any Other Holders who have requested participation in basis of the Piggyback Registration (based, for respective number of Company Shares then held by each such Selling Holder or Other Holder, on the percentage derived by dividing (1) the number of shares of Common Stock proposed to be sold by such Selling Holder or such Other Holder in such offering; by (2) the aggregate number of shares of Common Stock proposed to be sold by all Selling Holders and all Other Holders in the Piggyback Registration other than the Persons initiating such Registration), and (C) third, to any other holder of shares of common stock with registration rights that are subordinate to the rights of the Holders hereunderPerson.

Priority of Piggyback Registration. If the Managing Underwriter managing underwriter or Underwriters underwriters of any proposed Underwritten Offering of shares of Common Stock Registrable Securities included in a Piggyback Registration advises Contango informs the Company and the Holders that have requested to participate in such Piggyback Registration in writing that, in its or their opinion, the total shares number of Common Stock securities which the Selling Company, such Holders and any other Persons intend to include in such offering exceeds the number which that can be sold in such offering without being likely to have a material and significant adverse effect on the offering price, timing or probability of success of the distribution of the Common Stock securities offered or the market for the Common Stocksecurities offered, then the Piggyback Notice provided by Contango pursuant to Section 2.2(a) shall include notification of such determination or, if such determination is made after the Piggyback Notice has been given, then Contango shall furnish notice in writing (including by e-mail) to the Holders (or to those who have timely elected to participate in such Underwritten Offering), and the Common Stock securities to be included in such Underwritten Offering Registration shall include be (i) first, 100% of the securities that the Company or (subject to Section 2.07) any Person (other than a Holder) exercising a contractual right to demand Registration, as the case may be, proposes to sell, and (ii) second, and only if all the securities referred to in clause (i) have been included, the number of shares Registrable Securities that, in the opinion of Common Stock that such Managing Underwriter managing underwriter or Underwriters advises Contango underwriters, can be sold without having such material and adverse effecteffect in such Registration, with such number to be allocated (i) if such Piggyback Registration was initiated by Contango, (A) first, to Contango, (B) second, pro rata among such Holders (including any Sponsor so long as such Sponsor is a Holder and including any Stockholder other than a Sponsor so long as such other Stockholder is a Holder eligible to participate in such Registration pursuant to the Selling terms hereof) that have requested to participate in such Registration based on the relative number of Registrable Securities then held by each such Holder; provided that any securities thereby allocated to a Holder that exceed such Holder’s request shall be reallocated among the remaining requesting Holders in like manner; provided further that a Sponsor may freely re-allocate any number of Registrable Securities held by such Sponsor (or any of its Affiliates and Permitted Assignees) that may be included in such Registration to any other Persons who of its Affiliates (or any of their respective Permitted Assignees) for purposes of determining the pro rata allocation of the securities to be included in such Registration and (iii) third, and only if all of the Registrable Securities referred to in clause (ii) have been or after the date hereof are granted registration rights on parity with the registration rights granted under this Agreement (the “Other Holders”) who have requested participation included in the Piggyback Registration (basedsuch Registration, for each such Selling Holder or Other Holder, on the percentage derived by dividing (1) the number of shares any other securities eligible for inclusion in such Registration that, in the opinion of Common Stock proposed to the managing underwriter or underwriters, can be sold by without having such Selling Holder or such Other Holder adverse effect in such offering; by (2) the aggregate number of shares of Common Stock proposed to be sold by all Selling Holders and all Other Holders in the Piggyback Registration), and (C) third, to any other holder of shares of common stock with registration rights that are subordinate to the rights of the Holders hereunder and (ii) if such Piggyback Registration was not initiated by Contango, (A) first, to the Persons initiating such Registration, (B) second, pro rata among the Selling Holders and any Other Holders who have requested participation in the Piggyback Registration (based, for each such Selling Holder or Other Holder, on the percentage derived by dividing (1) the number of shares of Common Stock proposed to be sold by such Selling Holder or such Other Holder in such offering; by (2) the aggregate number of shares of Common Stock proposed to be sold by all Selling Holders and all Other Holders in the Piggyback Registration other than the Persons initiating such Registration), and (C) third, to any other holder of shares of common stock with registration rights that are subordinate to the rights of the Holders hereunder.

Priority of Piggyback Registration. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering of shares of Common Stock included in a Piggyback Registration advises Contango advise the Partnership that the total shares amount of Common Stock which the Selling Registrable Securities that Holders and any other Persons intend to include in such offering exceeds the number which that can be sold in such offering without being likely to have a material and an adverse effect on the offering price, timing or probability of success of the distribution of the Common Stock Units offered or the market for the Common StockUnits, then the Piggyback Notice provided by Contango pursuant to Section 2.2(a) shall include notification of such determination or, if such determination is made after the Piggyback Notice has been given, then Contango shall furnish notice in writing (including by e-mail) to the Holders (or to those who have timely elected to participate in such Underwritten Offering), and the Common Stock to be included in such Underwritten Offering Partnership shall include the number of shares of Common Stock Registrable Securities that such Managing Underwriter or Underwriters advises Contango advise the Partnership can be sold without having such material and adverse effect, with such number to be allocated (i) if such Piggyback Registration was initiated by Contango, (A) first, to Contangothe Common Units proposed to be included in such Underwritten Offering prior to the delivery by the Partnership of the Piggyback Notice hereunder, unless such Underwritten Offering is undertaken pursuant to the exercise of a Holder’s rights under Section 2.03 below, in which case the allocation between all participating Holders shall be determined as if all such Holders were exercising piggyback registration rights in the following clause, and (Bii) second, pro rata among the Selling Holders and any other Persons who have been or after the date hereof are granted exercising piggyback registration rights on parity with the registration rights granted under this Agreement (the “Other Holders”) who have requested participation in the Piggyback Registration related to such Underwritten Offering (based, for each such Selling Holder or Other Holder, on the percentage derived by dividing (1x) the number of shares of Common Stock Units proposed to be sold by such Selling Holder or such Other Holder in such offering; Underwritten Offering by (2y) the aggregate number of shares of Common Stock Units proposed to be sold by all Selling Holders and all Other Holders in the Piggyback Registration), and (C) third, to by any other holder of shares of common stock with Persons exercising pari passu piggyback registration rights that are subordinate to the rights of the Holders hereunder and (ii) if such Piggyback Registration was not initiated by Contango, (A) first, to the Persons initiating such Registration, (B) second, pro rata among the Selling Holders and any Other Holders who have requested participation in the Piggyback Registration (based, for each such Selling Holder or Other Holder, on the percentage derived by dividing (1) the number of shares of Common Stock proposed to be sold by such Selling Holder or such Other Holder in such offering; by (2) the aggregate number of shares of Common Stock proposed to be sold by all Selling Holders and all Other Holders in the Piggyback Registration other than the Persons initiating such RegistrationUnderwritten Offering), and (C) third, to any other holder of shares of common stock with registration rights that are subordinate to the rights of the Holders hereunder.

Priority of Piggyback Registration. If the Managing Underwriter managing underwriter or Underwriters underwriters of any proposed Underwritten Offering of shares of Common Stock Registrable Securities included in a Piggyback Registration advises Contango informs the Company and the Holders that have requested to participate in such Piggyback Registration in writing that, in its or their opinion, the total shares number of Common Stock securities which the Selling such Holders and any other Persons intend to include in such offering exceeds the number which can be sold in such offering without being likely to have a material and significant adverse effect on the offering price, timing or probability of success of the distribution of the Common Stock securities offered or the market for the Common Stocksecurities offered, then the Piggyback Notice provided by Contango pursuant to Section 2.2(a) shall include notification of such determination or, if such determination is made after the Piggyback Notice has been given, then Contango shall furnish notice in writing (including by e-mail) to the Holders (or to those who have timely elected to participate in such Underwritten Offering), and the Common Stock securities to be included in such Underwritten Offering Registration shall include be (i) first, 100% of the securities that the Company or (subject to Section 2.07) any Person (other than a Holder) exercising a contractual right to demand Registration, as the case may be, proposes to sell, and (ii) second, and only if all the securities referred to in clause (i) have been included, the number of shares Registrable Securities that, in the opinion of Common Stock that such Managing Underwriter managing underwriter or Underwriters advises Contango underwriters, can be sold without having such material and adverse effecteffect in such Registration, with such number to be allocated (i) if such Piggyback Registration was initiated by Contango, (A) first, to Contango, (B) second, pro rata among the Selling such Holders and (including any other Persons who have been or after the date hereof are granted registration rights on parity with the registration rights granted under this Agreement (the “Other Holders”Sponsor so long as such Sponsor is a Holder) who that have requested participation to participate in such Registration based on the Piggyback Registration (based, for relative number of Registrable Securities then held by each such Selling Holder or Other (provided that any securities thereby allocated to a Holder that exceed such Holder, on ’s request shall be reallocated among the percentage derived by dividing (1) the number of shares of Common Stock proposed to be sold by such Selling Holder or such Other Holder in such offering; by (2) the aggregate number of shares of Common Stock proposed to be sold by all Selling Holders and all Other remaining requesting Holders in the Piggyback Registration), like manner) and (Ciii) third, to any other holder of shares of common stock with registration rights that are subordinate to the rights and only if all of the Holders hereunder and Registrable Securities referred to in clause (ii) if such Piggyback Registration was not initiated by Contango, (A) first, to the Persons initiating have been included in such Registration, (B) secondany other securities eligible for inclusion in such Registration that, pro rata among the Selling Holders and any Other Holders who have requested participation in the Piggyback Registration (basedopinion of the managing underwriter or underwriters, for each such Selling Holder or Other Holder, on the percentage derived by dividing (1) the number of shares of Common Stock proposed to can be sold by without having such Selling Holder or such Other Holder adverse effect in such offering; by (2) the aggregate number of shares of Common Stock proposed to be sold by all Selling Holders and all Other Holders in the Piggyback Registration other than the Persons initiating such Registration), and (C) third, to any other holder of shares of common stock with registration rights that are subordinate to the rights of the Holders hereunder.

Priority of Piggyback Registration. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering of shares of Class A Common Stock included in a Piggyback Registration advises Contango USWS that the total shares of Class A Common Stock which the Selling Holders and any other Persons intend to include in such offering exceeds the number which can be sold in such offering without being likely to have a material and an adverse effect on the offering price, timing or probability of success of the distribution of the Class A Common Stock offered or the market for the Class A Common Stock, then the Piggyback Notice provided by Contango USWS pursuant to Section 2.2(a) shall include notification of such determination or, if such determination is made after the Piggyback Notice has been given, then Contango USWS shall furnish notice in writing (including by e-mail) to the Holders (or to those who have timely elected to participate in such Underwritten Offering), and the Class A Common Stock to be included in such Underwritten Offering shall include the number of shares of Class A Common Stock that such Managing Underwriter or Underwriters advises Contango USWS can be sold without having such material and adverse effect, with such number to be allocated (i) if such Piggyback Registration was initiated by ContangoUSWS, (A) first, to ContangoUSWS, (B) second, pro rata among the Selling Holders and any other Persons who have been or after the date hereof are granted registration rights on parity (including pursuant to the Existing Preferred RRA) with the registration rights granted under this Agreement (the “Other Holders”) who have requested participation in the Piggyback Registration (based, for each such Selling Holder or Other Holder, on the percentage derived by dividing (1) the number of shares of Class A Common Stock proposed to be sold by such Selling Holder or such Other Holder in such offering; by (2) the aggregate number of shares of Class A Common Stock proposed to be sold by all Selling Holders and all Other Holders in the Piggyback Registration), and (C) third, to any other holder of shares of common stock Class A Common Stock with registration rights that are subordinate to the rights of the Holders hereunder and (ii) if such Piggyback Registration was not initiated by ContangoUSWS, (A) first, to the Persons initiating such Registration, (B) second, pro rata among the Selling Holders and any Other Holders who have requested participation in the Piggyback Registration (based, for each such Selling Holder or Other Holder, on the percentage derived by dividing (1) the number of shares of Class A Common Stock proposed to be sold by such Selling Holder or such Other Holder in such offering; by (2) the aggregate number of shares of Class A Common Stock proposed to be sold by all Selling Holders and all Other Holders in the Piggyback Registration other than the Persons initiating such Registration), except that in the case of a Shelf Underwritten Offering (as defined in the Registration Rights Agreement of USWS dated November 9, 2018 (the “Existing RRA”)) the Holders shall only be permitted to participate in such Shelf Underwritten Offering after all of the securities that Other Holders have requested to be included in such Shelf Underwritten Offering pursuant to the Existing RRA have been so included, and (C) third, to any other holder of shares of common stock Class A Common Stock with registration rights that are subordinate to the rights of the Holders hereunder.

Priority of Piggyback Registration. If the Managing Underwriter managing underwriter or Underwriters underwriters of any proposed Underwritten Offering of shares a class of Common Stock Registrable Securities included in a Piggyback Registration advises Contango that informs Outdoor Americas and Holders in writing that, in its or their opinion, the total shares number of Common Stock securities of such class which the Selling Holders such Holder and any other Persons intend to include in such offering exceeds the number which can be sold in such offering without being likely to have a material and an adverse effect on the offering price, timing or probability of success of the distribution of the Common Stock securities offered or the market for the Common Stocksecurities offered, then the Piggyback Notice provided by Contango pursuant to Section 2.2(a) shall include notification of such determination or, if such determination is made after the Piggyback Notice has been given, then Contango shall furnish notice in writing (including by e-mail) to the Holders (or to those who have timely elected to participate in such Underwritten Offering), and the Common Stock securities to be included in such Underwritten Offering Registration shall include be (i) first, all securities of Outdoor Americas and any other Persons (other than Outdoor Americas’s executive officers and directors) for whom Outdoor Americas is effecting the Registration, as the case may be, proposes to sell, (ii) second, the number of shares Registrable Securities of Common Stock that such Managing Underwriter class that, in the opinion of such managing underwriter or Underwriters advises Contango underwriters, can be sold without having such material and adverse effect, with such number to be allocated (i) if such Piggyback Registration was initiated by Contango, (A) first, to Contango, (B) second, pro rata among the Selling Holders and any other Persons who have been or after the date hereof are granted registration rights on parity with the registration rights granted under this Agreement (the “Other Holders”) who that have requested participation to participate in the Piggyback such Registration (based, for each such Selling Holder or Other Holder, based on the percentage derived relative number of Registrable Securities of such class requested by dividing such Holder to be included in such sale (1provided that any securities thereby allocated to a Holder that exceed such Holder’s request shall be reallocated among the remaining requesting Holders in like manner), subject to any superior contractual rights of other holders, (iii) third, the number of shares securities of Common Stock proposed executive officers and directors for whom Outdoor Americas is effecting the Registration, as the case may be, with such number to be sold by such Selling Holder or such Other Holder in such offering; by (2) the aggregate number of shares of Common Stock proposed to be sold by all Selling Holders and all Other Holders in the Piggyback Registration), and (C) third, to any other holder of shares of common stock with registration rights that are subordinate to the rights of the Holders hereunder and (ii) if such Piggyback Registration was not initiated by Contango, (A) first, to the Persons initiating such Registration, (B) second, allocated pro rata among the Selling Holders executive officers and any Other Holders who have requested participation in the Piggyback Registration (based, for each such Selling Holder or Other Holder, on the percentage derived by dividing (1) the number of shares of Common Stock proposed to be sold by such Selling Holder or such Other Holder in such offering; by (2) the aggregate number of shares of Common Stock proposed to be sold by all Selling Holders and all Other Holders in the Piggyback Registration other than the Persons initiating such Registration)directors, and (Civ) thirdfourth, to any other holder securities eligible for inclusion in such Registration, allocated among the holders of shares of common stock with registration rights that are subordinate to the rights of the Holders hereundersuch securities in such proportion as Outdoor Americas and those holders may agree.

Priority of Piggyback Registration. If the Managing Underwriter managing underwriter or Underwriters underwriters of any proposed Underwritten Offering of shares of Common Stock Registrable Securities included in a Piggyback Registration advises Contango that informs the total shares Company and the Holders of Common Stock Registrable Securities in writing that, in its or their opinion, the number of securities which the Selling such Holders and any other Persons intend to include in such offering exceeds the number which can be sold in such offering without being likely to have a material and significant adverse effect on the offering price, timing or probability of success of the distribution of the Common Stock securities offered or the market for the Common Stocksecurities offered, then the Piggyback Notice provided by Contango pursuant to Section 2.2(a) shall include notification of such determination or, if such determination is made after the Piggyback Notice has been given, then Contango shall furnish notice in writing (including by e-mail) to the Holders (or to those who have timely elected to participate in such Underwritten Offering), and the Common Stock securities to be included in such Underwritten Offering Registration shall include be (i) first, 100% of the securities proposed to be sold in such Registration by the Company or (subject to Section 2.07) any Person (other than a Holder) exercising a contractual right to demand Registration, as the case may be, proposes to sell, (ii) second, and only if all the securities referred to in clause (i) have been included, the number of shares Registrable Securities that, in the opinion of Common Stock that such Managing Underwriter managing underwriter or Underwriters advises Contango underwriters, can be sold without having such material and adverse effect, with such number to be allocated (i) if such Piggyback Registration was initiated by Contango, (A) first, to Contango, (B) second, pro rata among the Selling Holders Sponsors and any other Persons who Holder that acquired Registrable Securities pursuant to the Vanke Purchase Agreement that have requested to participate in such Registration based on the relative number of Registrable Securities then held by each such Sponsor or relevant Holder (provided that any securities thereby allocated to a Sponsor or relevant Holder that exceed such Sponsor’s or relevant Holder’s request shall be reallocated among the remaining requesting Sponsors and relevant Holders in like manner), (iii) third, and only if all the securities referred to in clause (ii) have been or after the date hereof are granted registration rights on parity with the registration rights granted under this Agreement (the “Other Holders”) who have requested participation in the Piggyback Registration (basedincluded, for each such Selling Holder or Other Holder, on the percentage derived by dividing (1) the number of shares Registrable Securities that, in the opinion of Common Stock proposed such managing underwriter or underwriters, can be sold without having such adverse effect, with such number to be sold by such Selling Holder or such Other Holder in such offering; by (2) the aggregate number of shares of Common Stock proposed to be sold by all Selling Holders and all Other Holders in the Piggyback Registration), and (C) third, to any other holder of shares of common stock with registration rights that are subordinate to the rights of the Holders hereunder and (ii) if such Piggyback Registration was not initiated by Contango, (A) first, to the Persons initiating such Registration, (B) second, allocated pro rata among the Selling other Holders and any Other Holders who that have requested participation to participate in such Registration based on the Piggyback Registration (based, for relative number of Registrable Securities then held by each such Selling Holder or Other (provided that any securities thereby allocated to a Holder that exceed such Holder’s request shall be reallocated among the remaining requesting Holders in like manner) and (iv) fourth, on and only if all of the percentage derived by dividing Registrable Securities referred to in clause (1iii) the number of shares of Common Stock proposed to be sold by such Selling Holder or such Other Holder have been included in such offering; by (2) the aggregate number of shares of Common Stock proposed to be sold by all Selling Holders and all Other Holders Registration, any other securities eligible for inclusion in the Piggyback Registration other than the Persons initiating such Registration), and (C) third, to any other holder of shares of common stock with registration rights that are subordinate to the rights of the Holders hereunder.

Priority of Piggyback Registration. If the Managing Underwriter managing underwriter or Underwriters underwriters of any proposed Underwritten Offering of shares of Common Stock Registrable Securities included in a Piggyback Registration advises Contango informs the Company and the Holders that have requested to participate in such Piggyback Registration in writing that, in its or their opinion, the total shares number of Common Stock securities which the Selling such Holders and any other Persons intend to include in such offering exceeds the number which can be sold in such offering without being likely to have a material and significant adverse effect on the offering price, timing or probability of success of the distribution of the Common Stock securities offered or the market for the Common Stocksecurities offered, then the Piggyback Notice provided by Contango pursuant to Section 2.2(a) shall include notification of such determination or, if such determination is made after the Piggyback Notice has been given, then Contango shall furnish notice in writing (including by e-mail) to the Holders (or to those who have timely elected to participate in such Underwritten Offering), and the Common Stock securities to be included in such Underwritten Offering Registration shall include be (i) first, 100% of the securities that the Company proposes to sell, (ii) second, and only if all the securities referred to in clause (i) have been included, the number of shares Registrable Securities that, in the opinion of Common Stock that such Managing Underwriter managing underwriter or Underwriters advises Contango underwriters, can be sold without having such material and adverse effecteffect in such Registration, with which such number to shall be allocated (i) if such Piggyback Registration was initiated by Contango, (A) first, to Contango, (B) second, pro rata among the Selling Holders Investors that have requested to participate in such Registration based on the relative number of Registrable Securities then held by each such Investor (provided that any securities thereby allocated to an Investor that exceed such Investor's request shall be reallocated among the remaining requesting Investors in like manner), (iii) third, and any other Persons who only if all the securities referred to in clause (ii) have been or after the date hereof are granted registration rights on parity with the registration rights granted under this Agreement (the “Other Holders”) who have requested participation in the Piggyback Registration (basedincluded, for each such Selling Holder or Other Holder, on the percentage derived by dividing (1) the number of shares Registrable Securities that, in the opinion of Common Stock proposed to such managing underwriter or underwriters, can be sold by without having such Selling Holder or such Other Holder adverse effect in such offering; by (2) the aggregate number of shares of Common Stock proposed to be sold by all Selling Holders and all Other Holders in the Piggyback Registration), and (C) third, to any other holder of shares of common stock with registration rights that are subordinate to the rights of the Holders hereunder and (ii) if such Piggyback Registration was not initiated by Contango, (A) first, to the Persons initiating such Registration, (B) second, which such number shall be allocated pro rata among the Selling Holders and any Other Holders who (excluding the Investors) that have requested participation to participate in such Registration based on the relative number of Registrable Securities then held by each such Holder (provided that any securities thereby allocated to a Holder that exceed such Holder's request shall be reallocated among the remaining requesting Holders in like manner) and (iv) fourth, and only if all of the Registrable Securities referred to in clause (iii) have been included in such Registration, any other securities eligible for inclusion in such Registration that, in the Piggyback Registration (basedopinion of the managing underwriter or underwriters, for each such Selling Holder or Other Holder, on the percentage derived by dividing (1) the number of shares of Common Stock proposed to can be sold by without having such Selling Holder or such Other Holder adverse effect in such offering; by (2) the aggregate number of shares of Common Stock proposed to be sold by all Selling Holders and all Other Holders in the Piggyback Registration other than the Persons initiating such Registration), and (C) third, to any other holder of shares of common stock with registration rights that are subordinate to the rights of the Holders hereunder.

Priority of Piggyback Registration. If the Managing Underwriter managing underwriter or Underwriters underwriters of any proposed Underwritten Offering of shares of Common Stock Registrable Securities included in a Piggyback Registration advises Contango informs the Company and the Holders that have requested to participate in such Piggyback Registration in writing that, in its or their opinion, the total shares number of Common Stock securities which the Selling such Holders and any other Persons intend to include in such offering exceeds the number which can be sold in such offering without being likely to have a material and significant adverse effect on the offering price, timing or probability of success of the distribution of the Common Stock securities offered or the market for the Common Stocksecurities offered, then the Piggyback Notice provided by Contango pursuant to Section 2.2(a) shall include notification of such determination or, if such determination is made after the Piggyback Notice has been given, then Contango shall furnish notice in writing (including by e-mail) to the Holders (or to those who have timely elected to participate in such Underwritten Offering), and the Common Stock securities to be included in such Registration shall be (i) first, in the case of the IPO, 100% of the securities that the Company proposes to sell, and in the case of any other proposed Underwritten Offering shall include Offering, such number of securities that the Company proposes to sell so long as the number of shares Registrable Securities sold by Investors pursuant to clause (ii) are not reduced below 30% of Common Stock that the total number of securities included in the Underwritten Offering, (ii) second, and in the case of the IPO only if all the securities referred to in clause (i) have been included, the number of Registrable Securities that, in the opinion of such Managing Underwriter managing underwriter or Underwriters advises Contango underwriters, can be sold without having such material and adverse effecteffect in such Registration (the “Determined Number”), with which such number to Determined Number shall be allocated (i) if such Piggyback Registration was initiated by Contango, (A) first, to Contango, (B) second, pro rata among the Selling Holders Investors that have requested to participate in such Registration based on the relative number of Registrable Securities then held by each such Investor (provided that any securities thereby allocated to an Investor that exceed such Investor’s request shall be reallocated among the remaining requesting Investors in like manner) and any such Determined Number of Registrable Securities is not reduced below 30% of the total number of securities included in such Underwritten Offering (other Persons who than the IPO), (iii) third, and only if all the securities referred to in clause (ii) have been or after the date hereof are granted registration rights on parity with the registration rights granted under this Agreement (the “Other Holders”) who have requested participation in the Piggyback Registration (basedincluded, for each such Selling Holder or Other Holder, on the percentage derived by dividing (1) the number of shares Registrable Securities that, in the opinion of Common Stock proposed to such managing underwriter or underwriters, can be sold by without having such Selling Holder or such Other Holder adverse effect in such offering; by (2) the aggregate number of shares of Common Stock proposed to be sold by all Selling Holders and all Other Holders in the Piggyback Registration), and (C) third, to any other holder of shares of common stock with registration rights that are subordinate to the rights of the Holders hereunder and (ii) if such Piggyback Registration was not initiated by Contango, (A) first, to the Persons initiating such Registration, (B) second, which such number shall be allocated pro rata among the Selling Holders and any Other Holders who (excluding the Investors) that have requested participation to participate in such Registration based on the relative number of Registrable Securities then held by each such Holder (provided that any securities thereby allocated to a Holder that exceed such Holder’s request shall be reallocated among the remaining requesting Holders in like manner) and (iv) fourth, and only if all of the Registrable Securities referred to in clause (iii) have been included in such Registration, any other securities eligible for inclusion in such Registration that, in the Piggyback Registration (basedopinion of the managing underwriter or underwriters, for each such Selling Holder or Other Holder, on the percentage derived by dividing (1) the number of shares of Common Stock proposed to can be sold by without having such Selling Holder or such Other Holder adverse effect in such offering; by (2) the aggregate number of shares of Common Stock proposed to be sold by all Selling Holders and all Other Holders in the Piggyback Registration other than the Persons initiating such Registration), and (C) third, to any other holder of shares of common stock with registration rights that are subordinate to the rights of the Holders hereunder.

Priority of Piggyback Registration. If the Managing Underwriter managing underwriter or Underwriters underwriters of any proposed Underwritten Offering of shares of Common Stock Registrable Securities included in a Piggyback Registration advises Contango that informs the total shares Company and the Eligible Shareholders in writing that, in its or their opinion, the number of Common Stock securities which the Selling Holders such Eligible Shareholders and any other Persons intend to include in such offering exceeds the number which can be sold in such offering without being likely to have a material and significant adverse effect on the offering price, timing or probability of success of the distribution of the Common Stock securities offered or the market for the Common Stocksecurities offered, then the Piggyback Notice provided by Contango pursuant to Section 2.2(a) shall include notification of such determination or, if such determination is made after the Piggyback Notice has been given, then Contango shall furnish notice in writing (including by e-mail) to the Holders (or to those who have timely elected to participate in such Underwritten Offering), and the Common Stock securities to be included in such Underwritten Offering Registration shall include be (i) first, all of the securities that the Company proposes to sell, (ii) second, and only if all the securities referred to in clause (i) have been included, the number of shares Registrable Securities that, in the opinion of Common Stock that such Managing Underwriter managing underwriter or Underwriters advises Contango underwriters, can be sold without having such material and adverse effect, with such number to be allocated (i) if such Piggyback Registration was initiated by Contango, (A) first, to Contango, (B) second, pro rata among the Selling Holders Eligible Shareholders that have requested to participate in such Registration based on the relative number of Registrable Securities then held by each such Eligible Shareholder (provided that any securities thereby allocated to an Eligible Shareholder that exceed such Eligible Shareholder’s request shall be reallocated among the remaining requesting Eligible Shareholders in like manner), (iii) third, and any other Persons who only if all of the Registrable Securities referred to in clause (ii) have been or after the date hereof are granted registration rights on parity with the registration rights granted under this Agreement (the “Other Holders”) who have requested participation included in the Piggyback such Registration (basedand subject to Section 2.7, for each such Selling Holder or Other Holder, on the percentage derived by dividing (1) the number of shares securities that any Person (other than an Eligible Shareholder of Common Stock proposed Registrable Securities) exercising a contractual right to be sold by such Selling Holder or such Other Holder in such offering; by (2) the aggregate number of shares of Common Stock proposed demand Registration proposes to be sold by all Selling Holders and all Other Holders in the Piggyback Registration)sell, and (Civ) thirdfourth, to any other holder of shares of common stock with registration rights that are subordinate to the rights and only if all of the Holders hereunder and Registrable Securities referred to in clause (iiiii) if such Piggyback Registration was not initiated by Contango, (A) first, to the Persons initiating have been included in such Registration, (B) second, pro rata among the Selling Holders and any Other Holders who have requested participation in the Piggyback Registration (based, other securities eligible for each such Selling Holder or Other Holder, on the percentage derived by dividing (1) the number of shares of Common Stock proposed to be sold by such Selling Holder or such Other Holder inclusion in such offering; by (2) the aggregate number of shares of Common Stock proposed to be sold by all Selling Holders and all Other Holders in the Piggyback Registration other than the Persons initiating such Registration), and (C) third, to any other holder of shares of common stock with registration rights that are subordinate to the rights of the Holders hereunder.

Priority of Piggyback Registration. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering of shares of Common Stock included in a Piggyback Registration advises Contango advise the Company that the total shares of Common Stock which the Selling Holders Stockholders and any other Persons intend to include in such offering exceeds the number which can be sold in such offering without being likely to have a material and an adverse effect on the offering price, timing or probability of success of the distribution of the Common Stock offered or the market for the Common Stock, then the Piggyback Notice provided by Contango pursuant to Section 2.2(a) shall include notification of such determination or, if such determination is made after the Piggyback Notice has been given, then Contango shall furnish notice in writing (including by e-mail) to the Holders (or to those who have timely elected to participate in such Underwritten Offering), and the Common Stock to be included in such Underwritten Offering shall include the number of shares of Common Stock that such Managing Underwriter or Underwriters advises Contango advise the Company can be sold without having such material and adverse effect, with such number to be allocated allocated, (1) in Underwritten Offerings initiated by the Company, (i) if such Piggyback Registration was initiated by Contango, (A) first, to Contango, the Company; (Bii) second, pro rata among to the Selling Holders and any other Persons who have been or after the date hereof are granted registration rights on parity with pursuant to the registration rights granted under this Agreement Existing Registration Rights Agreements (the “Other HoldersExisting RRA Stockholders”) who have requested participation in such Piggyback Registration; and (iii) third, pro rata among the Selling Stockholders and any other Persons who are granted parity registration rights on or after the date of this Agreement (the “Other Stockholders”) who have requested participation in such Piggyback Registration (based, for each such Selling Holder Stockholder or Other HolderStockholder, on the percentage derived by dividing (1A) the number of shares of Common Stock proposed to be sold by such Selling Holder Stockholder or such Other Holder Stockholder in such offering; by (2B) the aggregate number of shares of Common Stock proposed to be sold by all Selling Holders Stockholders and all Other Holders Stockholders in the Piggyback Registration), and (C2) third, to any other holder of shares of common stock with registration rights that are subordinate to the rights of the Holders hereunder and (ii) if such Piggyback Registration was not in Underwritten Offerings initiated by Contangoan Existing RRA Stockholder or an Other Stockholder, (Ai) first, to the Persons initiating such Registration, selling Existing RRA Stockholder or Other Stockholder; (Bii) second, to the other Existing RRA Stockholders who have requested participation in such Piggyback Registration; (iii) third, pro rata among the Selling Holders Stockholders and any Other Holders Stockholders not included in the preceding clause who have requested participation in such Piggyback Registration; and (iii) fourth, the Piggyback Registration Company (based, for each such Selling Holder Stockholder or Other HolderStockholder, on the percentage derived by dividing (1A) the number of shares of Common Stock proposed to be sold by such Selling Holder Stockholder or such Other Holder Stockholder in such offering; by (2B) the aggregate number of shares of Common Stock proposed to be sold by all Selling Holders Stockholders and all Other Holders Stockholders in the Piggyback Registration other than the Persons initiating such Registration), and (C) third, to any other holder of shares of common stock with registration rights that are subordinate to the rights of the Holders hereunder.

Priority of Piggyback Registration. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering of shares of Common Stock included in a Piggyback Registration advises Contango for Other Holders advise the Company that the total shares amount of Common Stock which the Selling Share Registrable Securities that Holders and any other Persons intend to include in such offering exceeds the number which that can be sold in such offering without being likely to have a material and an adverse effect on the offering price, timing or probability of success of the distribution of the Common Stock Share Registrable Securities offered or the market for the shares of Common Stock, then the Piggyback Notice provided by Contango pursuant to Section 2.2(a) shall include notification of such determination or, if such determination is made after the Piggyback Notice has been given, then Contango shall furnish notice in writing (including by e-mail) to the Holders (or to those who have timely elected to participate in such Underwritten Offering), and the Common Stock to be included in such Underwritten Offering Company shall include the number of shares of Common Stock that such Managing Underwriter or Underwriters advises Contango advise the Company can be sold without having such material and adverse effect, with such number to be allocated (i) if in the event that the Person that initiated such Piggyback Registration was initiated by ContangoUnderwritten Offering is the Company or any of the Company’s subsidiaries, (A) first, to Contangothe Company or the Company’s subsidiaries, (B) second, pro rata among the Selling members of the Parent Group (as defined in the EQT RRA) exercising registration rights pursuant to Section 2.02 of the EQT RRA related to such offering, (C) third, pro rata among any Holders who are Lead Investors and exercising piggyback registration rights pursuant to this Section 2.02 related to such offering, (D) fourth, pro rata among (1) all other Holders who are exercising piggyback registration rights pursuant to this Section 2.02 related to such offering and (2) any Persons owning shares of Common Stock, having piggyback registration rights pari passu to those of the Holders described in this Section 2.02(b)(i)(C) and exercising such piggyback registration rights and (E) fifth, pro rata among any Persons owning shares of Common Stock having piggyback registration rights subordinate to those of the Holders and any other Persons who have been or after the date hereof are granted exercising such piggyback registration rights on parity with and (ii) in the event that any Person other than the Company or any of the Company’s subsidiaries initiated such Underwritten Offering, (A) first, the Person that initiated such Underwritten Offering, (B) second, pro rata among the members of the Parent Group (as defined in the EQT RRA) exercising registration rights granted under pursuant to Section 2.02 of the EQT RRA related to such offering, (C) third, to any Holders who are Lead Investors and exercising piggyback registration rights pursuant to this Agreement Section 2.02 related to such offering, (D) fourth, pro rata among (1) all other Holders who are exercising piggyback registration rights pursuant to this Section 2.02 related to such offering and (2) any Persons owning shares of Common Stock, having piggyback registration rights pari passu to those of the “Other Holders”Holders described in this Section 2.02(b)(ii) who have requested participation and exercising such piggyback registration rights and (E) fifth, pro rata among the Company or any of the Company’s subsidiaries (to the extent that such Person was not the Person initiating the Underwritten Offering on its own behalf) and Persons owning shares of Common Stock, having piggyback registration rights subordinate to those of the Holders and exercising such piggyback registration rights (pro rata, as used in the Piggyback Registration (this Section 2.02, based, for each such Selling Holder Person or Other Holder, as applicable, on the percentage derived by dividing (1x) the number of shares of Common Stock proposed to be sold by such Selling Holder Person or such Other Holder Holder, as applicable, Table of Contents in such offering; offering by (2y) the aggregate number of shares of Common Stock proposed to be sold by all Selling Holders and all Other Holders the Persons sharing in the Piggyback Registration), and (C) third, to any other holder same tier of shares of common stock with registration rights that are subordinate to the rights of the Holders hereunder and (ii) if such Piggyback Registration was not initiated by Contango, (A) first, to the Persons initiating such Registration, (B) second, pro rata among the Selling Holders and any Other Holders who have requested participation in the Piggyback Registration (based, for each such Selling Holder or Other Holder, on the percentage derived by dividing (1) the number of shares of Common Stock proposed to be sold by such Selling Holder or such Other Holder in such offering; by (2) the aggregate number of shares of Common Stock proposed to be sold by all Selling Holders and all Other Holders in the Piggyback Registration other than the Persons initiating such Registrationallocation), and (C) third, to any other holder of shares of common stock with registration rights that are subordinate to the rights of the Holders hereunder.

Priority of Piggyback Registration. If the Managing Underwriter managing underwriter or Underwriters underwriters of any proposed Underwritten Offering of shares of Common Stock Registrable Securities included in a Piggyback Registration advises Contango informs the Company and the Holders that have requested to participate in such Piggyback Registration in writing that, in its or their opinion, the total shares number of Common Stock securities which the Selling such Holders and any other Persons intend to include in such offering exceeds the number which can be sold in such offering without being likely to have a material and significant adverse effect on the offering price, timing or probability of success of the distribution of the Common Stock securities offered or the market for the Common Stocksecurities offered, then the Piggyback Notice provided by Contango pursuant to Section 2.2(a) shall include notification of such determination or, if such determination is made after the Piggyback Notice has been given, then Contango shall furnish notice in writing (including by e-mail) to the Holders (or to those who have timely elected to participate in such Underwritten Offering), and the Common Stock securities to be included in such Underwritten Offering Registration shall include be (i) first, 100% of the securities that the Company or (subject to Section 2.07) any Person (other than a Holder) exercising a contractual right to demand Registration, as the case may be, proposes to sell, (ii) second, and only if all the securities referred to in clause (i) have been included, the number of shares Registrable Securities that, in the opinion of Common Stock that such Managing Underwriter managing underwriter or Underwriters advises Contango underwriters, can be sold without having such material and adverse effecteffect in such Registration, with which such number to shall be allocated (i) if such Piggyback Registration was initiated by Contango, (A) first, to Contango, (B) second, pro rata among the Selling Holders Institutional Investors that have requested to participate in such Registration based on the relative number of Registrable Securities then held by each such Institutional Investor (provided, that any securities thereby allocated to an Institutional Investor that exceed such Institutional Investor’s request shall be reallocated among the remaining requesting Institutional Investors in like manner), (iii) third, and any other Persons who only if all the securities referred to in clause (ii) have been or after the date hereof are granted registration rights on parity with the registration rights granted under this Agreement (the “Other Holders”) who have requested participation in the Piggyback Registration (basedincluded, for each such Selling Holder or Other Holder, on the percentage derived by dividing (1) the number of shares Registrable Securities that, in the opinion of Common Stock proposed to such managing underwriter or underwriters, can be sold by without having such Selling Holder or such Other Holder adverse effect in such offering; by Registration, which such number shall be allocated pro rata among the Holders (2excluding the Institutional Investors) that have requested to participate in such Registration based on the aggregate relative number of shares of Common Stock proposed Registrable Securities then held by each such Holder (provided, that any securities thereby allocated to a Holder that exceed such Hxxxxx’s request shall be sold by all Selling Holders and all Other reallocated among the remaining requesting Holders in the Piggyback Registrationlike manner), and (Civ) thirdfourth, to any other holder of shares of common stock with registration rights that are subordinate to the rights and only if all of the Holders hereunder and Registrable Securities referred to in clause (iiiii) if such Piggyback Registration was not initiated by Contango, (A) first, to the Persons initiating have been included in such Registration, (B) secondany other securities eligible for inclusion in such Registration that, pro rata among the Selling Holders and any Other Holders who have requested participation in the Piggyback Registration (basedopinion of the managing underwriter or underwriters, for each such Selling Holder or Other Holder, on the percentage derived by dividing (1) the number of shares of Common Stock proposed to can be sold by without having such Selling Holder or such Other Holder adverse effect in such offering; by (2) the aggregate number of shares of Common Stock proposed to be sold by all Selling Holders and all Other Holders in the Piggyback Registration other than the Persons initiating such Registration), and (C) third, to any other holder of shares of common stock with registration rights that are subordinate to the rights of the Holders hereunder.

Priority of Piggyback Registration. The Company shall use its reasonable best efforts to cause the managing underwriter or underwriters of a Underwritten Offering of the Registrable Securities included in a Piggyback Registration to permit Holders that have requested to be included in such Piggyback Registration to include in such Piggyback Registration all Registerable Securities so requested by such Holder. If the Managing Underwriter managing underwriter or Underwriters underwriters of any proposed Underwritten Offering of shares of Common Stock Registrable Securities included in a Piggyback Registration advises Contango informs the Company and the Holders that have requested to participate in such Piggyback Registration in writing that, in its or their opinion, the total shares number of Common Stock securities which the Selling such Holders and any other Persons intend to include in such offering exceeds the number which can be sold in such offering without being likely to have a material and significant adverse effect on the offering price, timing or probability of success of the distribution of the Common Stock securities offered or the market for the Common Stocksecurities offered, then the Piggyback Notice provided by Contango pursuant to Section 2.2(a) shall include notification of such determination or, if such determination is made after the Piggyback Notice has been given, then Contango shall furnish notice in writing (including by e-mail) to the Holders (or to those who have timely elected to participate in such Underwritten Offering), and the Common Stock securities to be included in such Underwritten Offering Registration shall include be (i) first, 100% of the securities that the Company or (subject to Section 2.07) any Person (other than a Holder) exercising a contractual right to demand Registration, as the case may be, proposes to sell, (ii) second, and only if all the securities referred to in clause (i) have been included, the number of shares Registrable Securities that, in the opinion of Common Stock that such Managing Underwriter managing underwriter or Underwriters advises Contango underwriters, can be sold without having such material and adverse effecteffect in such Registration, with which such number to shall be allocated (i) if such Piggyback Registration was initiated by Contango, (A) first, to Contango, (B) second, pro rata among the Selling Holders Investors that have requested to participate in such Registration based on the relative number of Registrable Securities then held by each such Investor (provided that any securities thereby allocated to an Investor that exceed such Investor’s request shall be reallocated among the remaining requesting Investors in like manner), (iii) third, and any other Persons who only if all the securities referred to in clause (ii) have been or after the date hereof are granted registration rights on parity with the registration rights granted under this Agreement (the “Other Holders”) who have requested participation in the Piggyback Registration (basedincluded, for each such Selling Holder or Other Holder, on the percentage derived by dividing (1) the number of shares Registrable Securities that, in the opinion of Common Stock proposed to such managing underwriter or underwriters, can be sold by without having such Selling Holder or such Other Holder adverse effect in such offering; by (2) the aggregate number of shares of Common Stock proposed to be sold by all Selling Holders and all Other Holders in the Piggyback Registration), and (C) third, to any other holder of shares of common stock with registration rights that are subordinate to the rights of the Holders hereunder and (ii) if such Piggyback Registration was not initiated by Contango, (A) first, to the Persons initiating such Registration, (B) second, which such number shall be allocated pro rata among the Selling Holders and any Other Holders who (excluding the Investors) that have requested participation to participate in such Registration based on the relative number of Registrable Securities then held by each such Holder (provided that any securities thereby allocated to a Holder that exceed such Holder’s request shall be reallocated among the remaining requesting Holders in like manner) and (iv) fourth, and only if all of the Registrable Securities referred to in clause (iii) have been included in such Registration, any other securities eligible for inclusion in such Registration that, in the Piggyback Registration (basedopinion of the managing underwriter or underwriters, for each such Selling Holder or Other Holder, on the percentage derived by dividing (1) the number of shares of Common Stock proposed to can be sold by without having such Selling Holder or such Other Holder adverse effect in such offering; by (2) the aggregate number of shares of Common Stock proposed to be sold by all Selling Holders and all Other Holders in the Piggyback Registration other than the Persons initiating such Registration), and (C) third, to any other holder of shares of common stock with registration rights that are subordinate to the rights of the Holders hereunder.

Priority of Piggyback Registration. If the Managing Underwriter managing underwriter or Underwriters underwriters of any proposed Underwritten Offering of shares a class of Common Stock Registrable Securities included in a Piggyback Registration advises Contango that informs SpinCo and the total shares Holders in writing that, in its or their opinion, the number of Common Stock securities of such class which the Selling Holders such Holder and any other Persons intend to include in such offering Underwritten Offering exceeds the number which can be sold Sold in such offering Underwritten Offering without being likely to have a material and an adverse effect on the offering price, timing or probability of success of the distribution of the Common Stock securities offered or the market for the Common Stocksecurities offered, then the Piggyback Notice provided by Contango pursuant to Section 2.2(a) shall include notification of such determination or, if such determination is made after the Piggyback Notice has been given, then Contango shall furnish notice in writing (including by e-mail) to the Holders (or to those who have timely elected to participate in such Underwritten Offering), and the Common Stock securities to be included in such Underwritten Offering shall include be reduced to such number that can be Sold without such adverse effect based on the recommendation of the managing underwriter or underwriters and the securities to be included in the Underwritten Offering shall be (i) first, all securities of SpinCo or any other Persons for whom SpinCo is effecting the Underwritten Offering, as the case may be, proposes to Sell; (ii) second, Registrable Securities requested by the Parent Group to be included in such Underwritten Offering; (iii) third, Registrable Securities requested by all other Holders to be included in such Underwritten Offering on a pro rata basis calculated based on the number of shares of Common Stock that such Managing Underwriter or Underwriters advises Contango can be sold without having such material and adverse effect, with such number requested to be allocated registered; and (iiv) if fourth, all other securities requested and otherwise eligible to be included in such Piggyback Registration was initiated by Contango, Underwritten Offering (Aincluding securities to be Sold for the account of SpinCo) first, to Contango, (B) second, on a pro rata among the Selling Holders and any other Persons who have been or after the date hereof are granted registration rights basis calculated based on parity with the registration rights granted under this Agreement (the “Other Holders”) who have requested participation in the Piggyback Registration (based, for each such Selling Holder or Other Holder, on the percentage derived by dividing (1) the number of shares of Common Stock proposed requested to be sold registered. Confidential Treatment Requested by such Selling Holder 3M Health Care Company Pursuant to 17 C.F.R. Section 200.83 2.3 Selection of Underwriter(s), Etc. In any Underwritten Offering or such Other Holder Exchange Offer pursuant to Section 2.1 or Section 2.2 that is not a SpinCo Public Sale, Parent or, in the event the Parent Group is not participating in such offering; by (2) Underwritten Offering or Exchange Offer, the aggregate number Holders of shares a majority of Common Stock proposed to be sold by all Selling Holders and all Other Holders the outstanding Registrable Securities being included in the Piggyback RegistrationUnderwritten Offering or Exchange Offer, shall select the underwriter(s), dealer-manager(s), financial printer, solicitation and/or exchange agent (if any) and (C) third, to any other holder of shares of common stock with registration rights that are subordinate counsel to the rights Holder(s) for such Underwritten Offering or Exchange Offer; provided, that Parent, or the Holders of a majority of the outstanding Registrable Securities, as applicable, shall consult with SpinCo and consider SpinCo’s suggestions, if any, in good faith in connection with such selection. In any SpinCo Public Sale, SpinCo shall select the underwriter(s), dealer-manager(s), financial printer, solicitation and/or exchange agent (if any) and Parent or, in the event Parent is not participating in such Underwritten Offering or Exchange Offer, the Holders hereunder and (ii) if such Piggyback Registration was not initiated by Contango, (A) first, of a majority of the outstanding Registrable Securities being included in the SpinCo Public Sale shall select counsel to the Persons initiating such Registration, (B) second, pro rata among the Selling Holders and any Other Holders who have requested participation in the Piggyback Registration (based, for each such Selling Holder or Other Holder, on the percentage derived by dividing (1) the number of shares of Common Stock proposed to be sold by such Selling Holder or such Other Holder in such offering; by (2) the aggregate number of shares of Common Stock proposed to be sold by all Selling Holders and all Other Holders in the Piggyback Registration other than the Persons initiating such RegistrationHolder(s), and (C) third, to any other holder of shares of common stock with registration rights that are subordinate to the rights of the Holders hereunder.

Priority of Piggyback Registration. If the Managing Underwriter managing underwriter or Underwriters underwriters of any proposed Underwritten Offering of shares of Common Stock Registrable Securities included in a Piggyback Registration advises Contango informs the Company and the Holders that have requested to participate in such Piggyback Registration in writing that, in its or their opinion, the total shares number of Common Stock securities which the Selling such Holders and any other Persons intend to include in such offering exceeds the number which can be sold in such offering without being likely to have a material and significant adverse effect on the offering price, timing or probability of success of the distribution of the Common Stock securities offered or the market for the Common Stocksecurities offered, then the Piggyback Notice provided by Contango pursuant to Section 2.2(a) shall include notification of such determination or, if such determination is made after the Piggyback Notice has been given, then Contango shall furnish notice in writing (including by e-mail) to the Holders (or to those who have timely elected to participate in such Underwritten Offering), and the Common Stock securities to be included in such Underwritten Offering Registration shall include be (i) first, 100% of the securities that the Company or (subject to Section 2.07) any Person (other than a Holder) exercising a contractual right to demand Registration, as the case may be, proposes to sell, (ii) second, and only if all the securities referred to in clause (i) have been included, the number of shares Registrable Securities that, in the opinion of Common Stock that such Managing Underwriter managing underwriter or Underwriters advises Contango underwriters, can be sold without having such material and adverse effecteffect in such Registration, with which such number to shall be allocated (i) if such Piggyback Registration was initiated by Contango, (A) first, to Contango, (B) second, pro rata among the Selling Holders Institutional Investors and Mutual Fund Investors that have requested to participate in such Registration based on the relative number of Registrable Securities then held by each such Institutional Investor or Mutual Fund Investor (provided that any other Persons who securities thereby allocated to an Institutional Investor or Mutual Fund Investor that exceed such Institutional Investor or Mutual Fund Investor’s request shall be reallocated among the remaining requesting Institutional Investors and Mutual Fund Investors in like manner), (iii) third, and only if all the securities referred to in clause (ii) have been or after the date hereof are granted registration rights on parity with the registration rights granted under this Agreement (the “Other Holders”) who have requested participation in the Piggyback Registration (basedincluded, for each such Selling Holder or Other Holder, on the percentage derived by dividing (1) the number of shares Registrable Securities that, in the opinion of Common Stock proposed to such managing underwriter or underwriters, can be sold by without having such Selling Holder or such Other Holder adverse effect in such offering; by (2) the aggregate number of shares of Common Stock proposed to be sold by all Selling Holders and all Other Holders in the Piggyback Registration), and (C) third, to any other holder of shares of common stock with registration rights that are subordinate to the rights of the Holders hereunder and (ii) if such Piggyback Registration was not initiated by Contango, (A) first, to the Persons initiating such Registration, (B) second, which such number shall be allocated pro rata among the Selling Holders (excluding the Institutional Investors and any Other Holders who Mutual Fund Investors) that have requested participation to participate in such Registration based on the relative number of Registrable Securities then held by each such Holder (provided that any securities thereby allocated to a Holder that exceed such Holder’s request shall be reallocated among the remaining requesting Holders in like manner) and (iv) fourth, and only if all of the Registrable Securities referred to in clause (iii) have been included in such Registration, any other securities eligible for inclusion in such Registration that, in the Piggyback Registration (basedopinion of the managing underwriter or underwriters, for each such Selling Holder or Other Holder, on the percentage derived by dividing (1) the number of shares of Common Stock proposed to can be sold by without having such Selling Holder or such Other Holder adverse effect in such offering; by (2) the aggregate number of shares of Common Stock proposed to be sold by all Selling Holders and all Other Holders in the Piggyback Registration other than the Persons initiating such Registration), and (C) third, to any other holder of shares of common stock with registration rights that are subordinate to the rights of the Holders hereunder.

Priority of Piggyback Registration. If the Managing Underwriter managing underwriter or Underwriters underwriters of any proposed Underwritten Offering offering of shares of Common Stock Registrable Securities included in a Piggyback Registration advises Contango informs the Company and the participating Holders and Existing RRA Holders of Registrable Securities in writing that, in its or their opinion, the number of securities that the total shares such Holders, Existing RRA Holders of Common Stock which the Selling Holders Registrable Securities and any other Persons intend to include in such offering exceeds the number which that can be sold in such offering without being likely to have a material and significant adverse effect on the offering price, timing or probability of success of the distribution of the Common Stock securities offered or the market for the Common Stocksecurities offered, then the Piggyback Notice provided by Contango pursuant to Section 2.2(a) shall include notification of such determination or, if such determination is made after the Piggyback Notice has been given, then Contango shall furnish notice in writing (including by e-mail) to the Holders (or to those who have timely elected to participate in such Underwritten Offering), and the Common Stock securities to be included in such Underwritten Offering Registration shall include be (i) first, 100 percent of the securities that the Company proposes to sell and Primary Shares to the full extent requested for inclusion by the holders thereof, (ii) second, and only if all the securities referred to in clause (i) have been included, the number of shares Registrable Securities that, in the opinion of Common Stock that such Managing Underwriter managing underwriter or Underwriters advises Contango underwriters, can be sold without having such material and adverse effect, with such number to be allocated (i) if to each other Holder and Existing RRA Holder of Registrable Securities that has requested to participate in such Piggyback Registration was initiated by Contango, an amount equal to a number of such shares equal to such Holder’s Pro Rata Portion (A) first, provided that any Registrable Securities thereby allocated to Contango, (B) second, pro rata among the Selling Holders and any other Persons who have been or after the date hereof are granted registration rights on parity with the registration rights granted under this Agreement (the “Other Holders”) who have requested participation in the Piggyback Registration (based, for each such Selling a Holder or Other Holder, on the percentage derived by dividing (1) Existing RRA Holder of Registrable Securities that exceed the number of shares of Common Stock proposed to be sold by such Selling Registrable Securities that such Holder or such Other Existing RRA Holder in such offering; by (2) of Registrable Securities desires to include shall be reallocated among the aggregate number of shares of Common Stock proposed to be sold by all Selling remaining requesting Holders and all Other Existing RRA Holders of Registrable Securities who desire to include Registrable Securities or Existing RRA Registrable Securities in the Piggyback Registrationa like manner), and (Ciii) third, to any other holder of shares of common stock with registration rights that are subordinate to the rights and only if all of the Holders hereunder Registrable Securities and Existing RRA Registrable Securities referred to in clause (ii) if have been included in such Registration, any other securities eligible for inclusion in such Piggyback Registration was not initiated by Contangothat, (A) first, to the Persons initiating such Registration, (B) second, pro rata among the Selling Holders and any Other Holders who have requested participation in the Piggyback Registration (basedopinion of such managing underwriter or underwriters, for each such Selling Holder or Other Holder, on the percentage derived by dividing (1) the number of shares of Common Stock proposed to can be sold by without having such Selling Holder or such Other Holder in such offering; by (2) the aggregate number of shares of Common Stock proposed to be sold by all Selling Holders and all Other Holders in the Piggyback Registration other than the Persons initiating such Registration), and (C) third, to any other holder of shares of common stock with registration rights that are subordinate to the rights of the Holders hereunderadverse effect.

Priority of Piggyback Registration. If the Managing Underwriter managing underwriter or Underwriters underwriters of any proposed Underwritten Offering of shares of Common Stock Registrable Securities included in a Piggyback Registration advises Contango that informs the total shares Company and the Holders of Common Stock Registrable Securities in writing that, in its or their opinion, the number of securities which the Selling such Holders and any other Persons intend to include in such offering exceeds the number which can be sold in such offering without being likely to have a material and significant adverse effect on the offering price, timing or probability of success of the distribution of the Common Stock securities offered or the market for the Common Stocksecurities offered, then the Piggyback Notice provided by Contango pursuant to Section 2.2(a) shall include notification of such determination or, if such determination is made after the Piggyback Notice has been given, then Contango shall furnish notice in writing (including by e-mail) to the Holders (or to those who have timely elected to participate in such Underwritten Offering), and the Common Stock securities to be included in such Underwritten Offering Registration shall include be (i) first, 100% of the securities proposed to be sold in such Registration by the Company proposes to sell and (ii) second, and only if all the securities referred to in clause (i) have been included, the number of shares Registrable Securities that, in the opinion of Common Stock that such Managing Underwriter managing underwriter or Underwriters advises Contango underwriters, can be sold without having such material and adverse effect, with such number to be allocated (i) if such Piggyback Registration was initiated by Contango, (A) first, to Contango, (B) second, pro rata among the Selling Holders stockholders of the Company and any other Persons who have been or after the date hereof are granted registration rights on parity with the registration rights granted under this Agreement (the “Other Holders”) who Person exercising a contractual right to demand Registration that have requested participation to participate in such Registration based on the Piggyback Registration (based, for relative number of Registrable Securities then held by each such Selling Holder or Other Holder, on stockholder of the percentage derived by dividing Company (1provided that any securities thereby allocated to a stockholder of the Company that exceed such stockholder’s request shall be reallocated among the remaining requesting stockholders in like manner) the number of shares of Common Stock proposed to be sold by such Selling Holder or such Other Holder in such offering; by (2) the aggregate number of shares of Common Stock proposed to be sold by all Selling Holders and all Other Holders in the Piggyback Registration), and (Ciii) third, to any other holder of shares of common stock with registration rights that are subordinate to the rights and only if all of the Holders hereunder and Registrable Securities referred to in clause (ii) if such Piggyback Registration was not initiated by Contango, (A) first, to the Persons initiating have been included in such Registration, (B) secondany other securities eligible for inclusion in such Registration, pro rata among unless the Selling Holders managing underwriters require a different allocation. For purposes of any allocation pursuant to this Section 2.03(b), all Registrable Securities held by any stockholder of the Company shall also include any Registrable Securities held by the partners, retired partners, shareholders or Affiliates of such stockholder, or the estates and family members of any Other Holders who have requested participation in the Piggyback Registration (based, for each such Selling Holder or Other Holder, on the percentage derived by dividing (1) the number of shares of Common Stock proposed to be sold by such Selling Holder stockholder or such Other Holder partners and retired partners, any trusts for the benefit of any of the foregoing Persons and, at the election of such stockholder or such partners, retired partners, trusts or Affiliates, in such offering; by (2) each case to which any of the aggregate number of shares of foregoing shall have distributed, transferred or contributed Common Stock proposed to be sold by all Selling Holders and all Other Holders in the Piggyback Registration other than the Persons initiating such Registration), and (C) third, to any other holder of shares of common stock with registration rights that are subordinate Shares prior to the rights execution of the Holders hereunderunderwriting agreement in connection with such Underwritten Offering.

Priority of Piggyback Registration. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering of shares of Common Stock included in a Piggyback Registration advises Contango that involves an Underwritten Offering (on a firm commitment basis), and the total shares sole or the lead managing Underwriter (as the case may be) of Common Stock which such Underwritten Offering shall advise the Selling Holders and any other Persons intend Company in writing (with a copy to include each Holder requesting registration) on or before the date five (5) days prior to the date then scheduled for such offering that, in its opinion, the amount of securities (including Registrable Securities) requested to be included in such offering registration exceeds the number amount which can be sold in such offering without being likely to have a material and adverse effect on materially interfering with the offering price, timing or probability of success successful marketing of the distribution of securities being offered (such writing to state the Common Stock offered or the market for the Common Stock, then the Piggyback Notice provided by Contango pursuant to Section 2.2(a) shall include notification basis of such determination or, if such determination is made after the Piggyback Notice has been given, then Contango shall furnish notice in writing (including by e-mail) to the Holders (or to those who have timely elected to participate in such Underwritten Offering), opinion and the Common Stock to approximate number of such securities which may be included in such Underwritten Offering offering without such effect), the Company shall include in such registration, to the extent of the number of shares of Common Stock that which the Company is so advised may be included in such Managing Underwriter or Underwriters advises Contango can be sold offering without having such material and adverse effect, with such number to be allocated (i) if such Piggyback Registration was in the case of a registration initiated by Contangothe Company, (A) first, the securities that the Company proposes to Contangoregister for its own account, (B) second, the Xxxx Global Shares sought to be included (determined on a pro rata among the Selling Holders and any other Persons who have been or after the date hereof are granted registration rights on parity with the registration rights granted under this Agreement (the “Other Holders”) who have requested participation in the Piggyback Registration (based, for each such Selling Holder or Other Holder, on the percentage derived by dividing (1) the number of shares of Common Stock proposed to be sold by such Selling Holder or such Other Holder in such offering; by (2) basis based upon the aggregate number of shares of Common Stock proposed to be sold Xxxx Global Shares held by all Selling Holders and all Other Holders in the Piggyback Registrationholders thereof having Xxxx Global Shares included), and (C) third, the Zoi Shares sought to be included (determined on a pro rata basis based upon the aggregate number of Zoi Shares held by the holders thereof having Zoi Shares included), and (D) fourth, only if all the securities referred to in clauses (A), (B) and (C) have been included in such Piggyback Registration, any other holder of shares of common stock with securities requested to be included in such registration rights that are subordinate to the rights of the Holders hereunder and (ii) if such Piggyback Registration was not in the case of a registration initiated by Contangoa Person other than the Company, (AX) first, the Xxxx Global Shares sought to the Persons initiating such Registration, be included (B) second, determined on a pro rata among the Selling Holders and any Other Holders who have requested participation in the Piggyback Registration (based, for each such Selling Holder or Other Holder, on the percentage derived by dividing (1) the number of shares of Common Stock proposed to be sold by such Selling Holder or such Other Holder in such offering; by (2) basis based upon the aggregate number of shares of Common Stock proposed Xxxx Global Shares held by the holders thereof having Xxxx Global Shares included), (Y) second, the Zoi Shares sought to be sold included (determined on a pro rata basis based upon the aggregate number of Zoi Shares held by all Selling Holders and all Other Holders in the Piggyback Registration other than the Persons initiating such Registrationholders thereof having Zoi Shares included), and (CZ) third, only if all the securities referred to in clauses (X) and (Y) have been included in such Piggyback Registration, the securities proposed to be registered by any other holder of shares of common stock with registration rights that are subordinate Persons initiating such registration, allocated pro rata in proportion to the rights number of the Holders hereundersecurities requested to be included in such registration by each of them.

Priority of Piggyback Registration. The Company shall use its reasonable best efforts to cause the managing underwriter or underwriters of an Underwritten Offering of the Registrable Securities included in a Piggyback Registration to permit Holders that have requested to be included in such Piggyback Registration to include in such Piggyback Registration all Registrable Securities so requested by such Holder. If the Managing Underwriter managing underwriter or Underwriters underwriters of any proposed Underwritten Offering of shares of Common Stock Registrable Securities included in a Piggyback Registration advises Contango inform the Company and the Holders that have requested to participate in such Piggyback Registration in writing that, in its or their opinion, the total shares number of Common Stock securities which the Selling such Holders and any other Persons intend to include in such offering exceeds the number which can be sold in such offering without being likely to have a material and significant adverse effect on the offering price, timing or probability of success of the distribution of the Common Stock securities offered or the market for the Common Stocksecurities offered, then the Piggyback Notice provided by Contango pursuant to Section 2.2(a) shall include notification of such determination or, if such determination is made after the Piggyback Notice has been given, then Contango shall furnish notice in writing (including by e-mail) to the Holders (or to those who have timely elected to participate in such Underwritten Offering), and the Common Stock securities to be included in such Underwritten Offering Registration shall include be (i) first, 100% of the securities that the Company or (subject to Section 2.07) any Person (other than a Holder) exercising a contractual right to demand Registration, as the case may be, proposes to sell, (ii) second, and only if all the securities referred to in the foregoing clause (i) have been included, the number of shares Registrable Securities that, in the opinion of Common Stock that such Managing Underwriter managing underwriter or Underwriters advises Contango underwriters, can be sold without having such material and adverse effecteffect in such Registration, with which such number to shall be allocated (i) if such Piggyback Registration was initiated by Contango, (A) first, to Contango, (B) second, pro rata among the Selling Holders Investors that have requested to participate in such Registration based on the relative number of Registrable Securities then held by each such Investor (provided that any securities thereby allocated to an Investor that exceed such Investor’s request shall be reallocated among the remaining requesting Investors in like manner), (iii) third, and any other Persons who only if all the securities referred to in the foregoing clause (ii) have been or after the date hereof are granted registration rights on parity with the registration rights granted under this Agreement (the “Other Holders”) who have requested participation in the Piggyback Registration (basedincluded, for each such Selling Holder or Other Holder, on the percentage derived by dividing (1) the number of shares Registrable Securities that, in the opinion of Common Stock proposed to such managing underwriter or underwriters, can be sold by without having such Selling Holder or such Other Holder adverse effect in such offering; by (2) the aggregate number of shares of Common Stock proposed to be sold by all Selling Holders and all Other Holders in the Piggyback Registration), and (C) third, to any other holder of shares of common stock with registration rights that are subordinate to the rights of the Holders hereunder and (ii) if such Piggyback Registration was not initiated by Contango, (A) first, to the Persons initiating such Registration, (B) second, which such number shall be allocated pro rata among the Selling Holders and any Other Holders who (excluding the Investors) that have requested participation to participate in such Registration based on the relative number of Registrable Securities then held by each such Holder (provided that any securities thereby allocated to a Holder that exceed such Holder’s request shall be reallocated among the remaining requesting Holders in like manner) and (iv) fourth, and only if all of the Registrable Securities referred to in the Piggyback foregoing clause (iii) have been included in such Registration, any other securities eligible for inclusion in such Registration (basedthat, for each such Selling Holder in the opinion of the managing underwriter or Other Holderunderwriters, on the percentage derived by dividing (1) the number of shares of Common Stock proposed to can be sold by without having such Selling Holder or such Other Holder adverse effect in such offering; by (2) the aggregate number of shares of Common Stock proposed to be sold by all Selling Holders and all Other Holders in the Piggyback Registration other than the Persons initiating such Registration), and (C) third, to any other holder of shares of common stock with registration rights that are subordinate to the rights of the Holders hereunder.

Priority of Piggyback Registration. If the Managing Underwriter managing underwriter or Underwriters underwriters of any proposed Underwritten Offering of shares of Common Stock Registrable Securities included in a Piggyback Registration advises Contango that informs the total shares Company and the Stockholders in writing that, in its or their opinion, the number of Common Stock securities which the Selling Holders such Stockholders and any other Persons intend to include in such offering exceeds the number which that can be sold in such offering without being likely to have a material and significant adverse effect on the offering price, timing or probability of success of the distribution of the Common Stock securities offered or the market for the Common Stocksecurities offered, then the Piggyback Notice provided by Contango pursuant to Section 2.2(a) shall include notification of such determination or, if such determination is made after the Piggyback Notice has been given, then Contango shall furnish notice in writing (including by e-mail) to the Holders (or to those who have timely elected to participate in such Underwritten Offering), and the Common Stock securities to be included in such Underwritten Offering Registration shall include be (i) first, the securities proposed to be sold in such Registration by the Company or any Person (other than a Stockholder) exercising a contractual right to demand Registration, as the case may be, and (ii) second, and only if all the securities referred to in clause (i) have been included, the number of shares Registrable Securities that, in the opinion of Common Stock that such Managing Underwriter [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. managing underwriter or Underwriters advises Contango underwriters, can be sold without having such material and adverse effect, with such number to be allocated (i) if such Piggyback Registration was initiated by Contango, (A) first, to Contango, (B) second, pro rata among the Selling Holders and any other Persons who have been or after the date hereof are granted registration rights on parity with the registration rights granted under this Agreement (the “Other Holders”) who have requested participation in the Piggyback Registration (based, for each such Selling Holder or Other Holder, on the percentage derived by dividing (1) PDL up to the number of shares of Common Stock proposed securities that PDL proposes to be sold by such Selling Holder or such Other Holder include in such offering; by (2) the aggregate number of shares of Common Stock proposed to be sold by all Selling Holders and all Other Holders in the Piggyback Registration), and (C) third, to any other holder of shares of common stock with registration rights that are subordinate to the rights of the Holders hereunder and (ii) if such Piggyback Registration was not initiated by Contango, (A) first, to the Persons initiating such Registration, (B) second, pro rata among and only if all the Selling Holders and any Other Holders who securities referred to in clause (A) have requested participation in the Piggyback Registration (basedbeen included, for each such Selling Holder or Other Holder, on the percentage derived by dividing (1) to Farah up to the number of shares of Common Stock proposed securities that Farah proposes to be sold by such Selling Holder or such Other Holder include in such offering; by (2) the aggregate number of shares of Common Stock proposed to be sold by all Selling Holders and all Other Holders in the Piggyback Registration other than the Persons initiating such Registration), and (C) third, and only if all the securities referred to in clause (B) have been included, pro rata among such other Stockholders that have requested to participate in such Registration based on the relative number of Registrable Securities then held by each such Stockholder; provided that any securities thereby allocated to a Stockholder that exceed such Stockholder’s request shall be reallocated among the remaining Stockholders requesting Piggyback Registration in like manner, and (iii) third, and only if all of the Registrable Securities referred to in clause (ii) have been included in such Registration, the number of any other holder securities eligible for inclusion in such Registration that, in the opinion of shares of common stock with registration rights that are subordinate the managing underwriter or underwriters, can be sold without having such adverse effect in such Registration. Notwithstanding anything herein to the rights contrary, if the managing underwriter or underwriters of a proposed Underwritten Offering of the Holders hereunderRegistrable Securities included in a Piggyback Registration advise the Board in writing that, in its or their opinion, the participation in such Piggyback Registration by any Minority Stockholder hereto would be likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then Registrable Securities held by such Minority Stockholder shall not be eligible for inclusion in such Piggyback Registration.

Priority of Piggyback Registration. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering of shares of Common Stock included in a Piggyback Registration advises Contango TMC that the total shares of Common Stock which the Selling Holders and any other Persons intend to include in such offering exceeds the number which can be sold in such offering without being likely to have a material and an adverse effect on the offering price, timing or probability of success of the distribution of the Common Stock offered or the market for the Common Stock, then the Piggyback Notice provided by Contango TMC pursuant to Section 2.2(a) shall include notification of such determination or, if such determination is made after the Piggyback Notice has been given, then Contango TMC shall furnish notice in writing (including by e-mail) to the Holders (or to those who have timely elected to participate in such Underwritten Offering), and the Common Stock to be included in such Underwritten Offering shall include the number of shares of Common Stock that such Managing Underwriter or Underwriters advises Contango TMC can be sold without having such material and adverse effect, with such number to be allocated (i) if such Piggyback Registration was initiated by ContangoTMC, (A) first, to ContangoTMC, (B) second, pro rata among the Selling Holders and any other Persons who have been or after the date hereof are granted registration rights on parity with the registration rights granted under this Agreement (the “Other Holders”) who have requested participation in the Piggyback Registration (based, for each such Selling Holder or Other Holder, on the percentage derived by dividing (1) the number of shares of Common Stock proposed to be sold by such Selling Holder or such Other Holder in such offering; by (2) the aggregate number of shares of Common Stock proposed to be sold by all Selling Holders and all Other Holders in the Piggyback Registration), and (C) third, to any other holder of shares of common stock Common Stock with registration rights that are subordinate to the rights of the Holders hereunder and (ii) if such Piggyback Registration was not initiated by ContangoTMC, (A) first, to the Persons initiating such Registration, (B) second, pro rata among the Selling Holders and any Other Holders who have requested participation in the Piggyback Registration (based, for each such Selling Holder or Other Holder, on the percentage derived by dividing (1) the number of shares of Common Stock proposed to be sold by such Selling Holder or such Other Holder in such offering; by (2) the aggregate number of shares of Common Stock proposed to be sold by all Selling Holders and all Other Holders in the Piggyback Registration other than the Persons initiating such Registration), and (C) third, to any other holder of shares of common stock Common Stock with registration rights that are subordinate to the rights of the Holders hereunder.

Priority of Piggyback Registration. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering of shares of Class A Common Stock included in a Piggyback Registration advises Contango USWS that the total shares of Class A Common Stock which the Selling Holders and any other Persons intend to include in such offering exceeds the number which can be sold in such offering without being likely to have a material and an adverse effect on the offering price, timing or probability of success of the distribution of the Class A Common Stock offered or the market for the Class A Common Stock, then the Piggyback Notice provided by Contango USWS pursuant to Section 2.2(a) shall include notification of such determination or, if such determination is made after the Piggyback Notice has been given, then Contango USWS shall furnish notice in writing (including by e-mail) to the Holders (or to those who have timely elected to participate in such Underwritten Offering), and the Class A Common Stock to be included in such Underwritten Offering shall include the number of shares of Class A Common Stock that such Managing Underwriter or Underwriters advises Contango USWS can be sold without having such material and adverse effect, with such number to be allocated (i) if such Piggyback Registration was initiated by ContangoUSWS, (A) first, to ContangoUSWS, (B) second, pro rata among the Selling Holders and any other Persons who have been or after the date hereof are granted registration rights on parity (including pursuant to the Existing Preferred RRAs) with the registration rights granted under this Agreement (the “Other Holders”) who have requested participation in the Piggyback Registration (based, for each such Selling Holder or Other Holder, on the percentage derived by dividing (1) the number of shares of Class A Common Stock proposed to be sold by such Selling Holder or such Other Holder in such offering; by (2) the aggregate number of shares of Class A Common Stock proposed to be sold by all Selling Holders and all Other Holders in the Piggyback Registration), and (C) third, to any other holder of shares of common stock Class A Common Stock with registration rights that are subordinate to the rights of the Holders hereunder and (ii) if such Piggyback Registration was not initiated by ContangoUSWS, (A) first, to the Persons initiating such Registration, (B) second, pro rata among the Selling Holders and any Other Holders who have requested participation in the Piggyback Registration (based, for each such Selling Holder or Other Holder, on the percentage derived by dividing (1) the number of shares of Class A Common Stock proposed to be sold by such Selling Holder or such Other Holder in such offering; by (2) the aggregate number of shares of Class A Common Stock proposed to be sold by all Selling Holders and all Other Holders in the Piggyback Registration other than the Persons initiating such Registration), except that in the case of a Shelf Underwritten Offering (as defined in the Registration Rights Agreement of USWS dated November 9, 2018 (the “Existing RRA”)) the Holders shall only be permitted to participate in such Shelf Underwritten Offering after all of the securities that Other Holders have requested to be included in such Shelf Underwritten Offering pursuant to the Existing RRA have been so included, and (C) third, to any other holder of shares of common stock Class A Common Stock with registration rights that are subordinate to the rights of the Holders hereunder.

Priority of Piggyback Registration. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering of shares of Common Stock included in a Piggyback Registration advises Contango that involves an Underwritten Offering (on a firm commitment basis), and the total shares sole or the lead managing Underwriter (as the case may be) of Common Stock which such Underwritten Offering shall advise the Selling Holders and any other Persons intend Company in writing (with a copy to include each Holder requesting registration) on or before the date five (5) days prior to the date then scheduled for such offering that, in its opinion, the amount of securities (including Registrable Securities) requested to be included in such offering registration exceeds the number amount which can be sold in such offering without being likely to have a material and adverse effect on materially interfering with the offering price, timing or probability of success successful marketing of the distribution of securities being offered (such writing to state the Common Stock offered or the market for the Common Stock, then the Piggyback Notice provided by Contango pursuant to Section 2.2(a) shall include notification basis of such determination or, if such determination is made after the Piggyback Notice has been given, then Contango shall furnish notice in writing (including by e-mail) to the Holders (or to those who have timely elected to participate in such Underwritten Offering), opinion and the Common Stock to approximate number of such securities which may be included in such Underwritten Offering offering without such effect), the Company shall include in such registration, to the extent of the number of shares of Common Stock that which the Company is so advised may be included in such Managing Underwriter or Underwriters advises Contango can be sold offering without having such material and adverse effect, with such number to be allocated (i) if such Piggyback Registration was in the case of a registration initiated by Contangothe Company, (A) first, the securities that the Company proposes to Contangoregister for its own account, (B) second, the Maxx Xlobal Shares sought to be included (determined on a pro rata among the Selling Holders and any other Persons who have been or after the date hereof are granted registration rights on parity with the registration rights granted under this Agreement (the “Other Holders”) who have requested participation in the Piggyback Registration (based, for each such Selling Holder or Other Holder, on the percentage derived by dividing (1) the number of shares of Common Stock proposed to be sold by such Selling Holder or such Other Holder in such offering; by (2) basis based upon the aggregate number of shares of Common Stock proposed to be sold Maxx Xlobal Shares held by all Selling Holders and all Other Holders in the Piggyback Registrationholders thereof having Maxx Xlobal Shares included), and (C) third, the Zoi Shares sought to be included (determined on a pro rata basis based upon the aggregate number of Zoi Shares held by the holders thereof having Zoi Shares included), and (D) fourth, only if all the securities referred to in clauses (A), (B) and (C) have been included in such Piggyback Registration, any other holder of shares of common stock with securities requested to be included in such registration rights that are subordinate to the rights of the Holders hereunder and (ii) if such Piggyback Registration was not in the case of a registration initiated by Contangoa Person other than the Company, (AX) first, the Maxx Xlobal Shares sought to the Persons initiating such Registration, be included (B) second, determined on a pro rata among the Selling Holders and any Other Holders who have requested participation in the Piggyback Registration (based, for each such Selling Holder or Other Holder, on the percentage derived by dividing (1) the number of shares of Common Stock proposed to be sold by such Selling Holder or such Other Holder in such offering; by (2) basis based upon the aggregate number of shares of Common Stock proposed Maxx Xlobal Shares held by the holders thereof having Maxx Xlobal Shares included), (Y) second, the Zoi Shares sought to be sold included (determined on a pro rata basis based upon the aggregate number of Zoi Shares held by all Selling Holders and all Other Holders in the Piggyback Registration other than the Persons initiating such Registrationholders thereof having Zoi Shares included), and (CZ) third, only if all the securities referred to in clauses (X) and (Y) have been included in such Piggyback Registration, the securities proposed to be registered by any other holder of shares of common stock with registration rights that are subordinate Persons initiating such registration, allocated pro rata in proportion to the rights number of the Holders hereundersecurities requested to be included in such registration by each of them.

Priority of Piggyback Registration. If the Managing Underwriter managing underwriter or Underwriters underwriters of any proposed Underwritten Offering of shares of Common Stock Registrable Securities included in a Piggyback Registration advises Contango that informs the total shares Issuer and the Piggyback Eligible Investors of Common Stock Registrable Securities in writing that, in its or their opinion, the number of securities which the Selling Holders such Piggyback Eligible Investors and any other Persons intend to include in such offering exceeds the number which can be sold in such offering without being likely to have a material and significant adverse effect on the offering price, timing or probability of success of the distribution of the Common Stock securities offered or the market for the Common Stocksecurities offered, then the Piggyback Notice provided by Contango pursuant to Section 2.2(a) shall include notification of such determination or, if such determination is made after the Piggyback Notice has been given, then Contango shall furnish notice in writing (including by e-mail) to the Holders (or to those who have timely elected to participate in such Underwritten Offering), and the Common Stock securities to be included in such Underwritten Offering Registration shall include be (i) first, 100% of the securities proposed to be sold in such Registration by the Issuer or (subject to Section 2.08) any Person (other than an Investor) exercising a contractual right to demand Registration, as the case may be, and (ii) second, and only if all the securities referred to in clause (i) have been included, the number of shares Registrable Securities that, in the opinion of Common Stock that such Managing Underwriter managing underwriter or Underwriters advises Contango underwriters, can be sold without having such material and adverse effect, with such number to be allocated (i) if such Piggyback Registration was initiated by Contango, (A) first, to Contango, (B) second, pro rata among the Selling Holders and any other Persons who have been or after the date hereof are granted registration rights on parity with the registration rights granted under this Agreement (the “Other Holders”) who Piggyback Eligible Investors that have requested participation to participate in such Registration based on the Piggyback Registration (based, for relative number of Registrable Securities then held by each such Selling Holder or Other HolderPiggyback Eligible Investor; provided, on that any securities thereby allocated to a Piggyback Eligible Investor that exceed such Piggyback Eligible Investor’s request shall be reallocated among the percentage derived by dividing (1) the number of shares of Common Stock proposed to be sold by such Selling Holder or such Other Holder remaining requesting Piggyback Eligible Investors in such offering; by (2) the aggregate number of shares of Common Stock proposed to be sold by all Selling Holders and all Other Holders in the Piggyback Registration), like manner and (Ciii) third, to any other holder of shares of common stock with registration rights that are subordinate to the rights and only if all of the Holders hereunder and Registrable Securities referred to in clause (ii) if such Piggyback Registration was not initiated by Contango, (A) first, to the Persons initiating have been included in such Registration, (B) second, pro rata among the Selling Holders and any Other Holders who have requested participation in the Piggyback Registration (based, other securities eligible for each such Selling Holder or Other Holder, on the percentage derived by dividing (1) the number of shares of Common Stock proposed to be sold by such Selling Holder or such Other Holder inclusion in such offering; by (2) the aggregate number of shares of Common Stock proposed to be sold by all Selling Holders and all Other Holders in the Piggyback Registration other than the Persons initiating such Registration), and (C) third, to any other holder of shares of common stock with registration rights that are subordinate to the rights of the Holders hereunder.

Priority of Piggyback Registration. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering of shares of Common Stock included in a Piggyback Registration advises Contango for Other Holders advise the Company that the total shares amount of Common Stock which the Selling Share Registrable Securities that Holders and any other Persons intend to include in such offering exceeds the number which that can be sold in such offering without being likely to have a material and an adverse effect on the offering price, timing or probability of success of the distribution of the Common Stock Share Registrable Securities offered or the market for the shares of Common Stock, then the Piggyback Notice provided by Contango pursuant to Section 2.2(a) shall include notification of such determination or, if such determination is made after the Piggyback Notice has been given, then Contango shall furnish notice in writing (including by e-mail) to the Holders (or to those who have timely elected to participate in such Underwritten Offering), and the Common Stock to be included in such Underwritten Offering Company shall include the number of shares of Common Stock that such Managing Underwriter or Underwriters advises Contango advise the Company can be sold without having such material and adverse effect, with such number to be allocated (i) if in the event that the Person that initiated such Piggyback Registration was initiated by ContangoUnderwritten Offering is the Company or any of the Company’s subsidiaries, (A) first, to Contangothe Company or the Company’s subsidiaries, (B) second, pro rata among the Selling members of the Parent Group (as defined in the EQT RRA) exercising registration rights pursuant to Section 2.02 of the EQT RRA related to such offering, (C) third, pro rata among any Holders who are Lead Investors and exercising piggyback registration rights pursuant to this Section 2.02 related to such offering, (D) fourth, pro rata among (1) all other Holders who are exercising piggyback registration rights pursuant to this Section 2.02 related to such offering and (2) any Persons owning shares of Common Stock, having piggyback registration rights pari passu to those of the Holders described in this Section 2.02(b)(i)(D) and exercising such piggyback registration rights and (E) fifth, pro rata among any Persons owning shares of Common Stock having piggyback registration rights subordinate to those of the Holders and any other Persons who have been or after the date hereof are granted exercising such piggyback registration rights on parity with and (ii) in the event that any Person other than the Company or any of the Company’s subsidiaries initiated such Underwritten Offering, (A) first, the Person that initiated such Underwritten Offering, (B) second, pro rata among the members of the Parent Group (as defined in the EQT RRA) exercising registration rights granted under pursuant to Section 2.02 of the EQT RRA related to such offering, (C) third, to any Holders who are Lead Investors and exercising piggyback registration rights pursuant to this Agreement Section 2.02 related to such offering, (D) fourth, pro rata among (1) all other Holders who are exercising piggyback registration rights pursuant to this Section 2.02 related to such offering and (2) any Persons owning shares of Common Stock, having piggyback registration rights pari passu to those of the “Other Holders”Holders described in this Section 2.02(b)(ii)(D) who have requested participation and exercising such piggyback registration rights and (E) fifth, pro rata among the Company or any of the Company’s subsidiaries (to the extent that such Person was not the Person initiating the Underwritten Offering on its own behalf) and Persons owning shares of Common Stock, having piggyback registration rights subordinate to those of the Holders and exercising such piggyback registration rights (pro rata, as used in the Piggyback Registration (this Section 2.02, based, for each such Selling Holder Person or Other Holder, as applicable, on the percentage derived by dividing (1x) the number of shares of Common Stock proposed to be sold by such Selling Holder Person or such Other Holder Holder, as applicable, in such offering; offering by (2y) the aggregate number of shares of Common Stock proposed to be sold by all Selling Holders and all Other Holders the Persons sharing in the Piggyback Registration), and (C) third, to any other holder same tier of shares of common stock with registration rights that are subordinate to the rights of the Holders hereunder and (ii) if such Piggyback Registration was not initiated by Contango, (A) first, to the Persons initiating such Registration, (B) second, pro rata among the Selling Holders and any Other Holders who have requested participation in the Piggyback Registration (based, for each such Selling Holder or Other Holder, on the percentage derived by dividing (1) the number of shares of Common Stock proposed to be sold by such Selling Holder or such Other Holder in such offering; by (2) the aggregate number of shares of Common Stock proposed to be sold by all Selling Holders and all Other Holders in the Piggyback Registration other than the Persons initiating such Registrationallocation), and (C) third, to any other holder of shares of common stock with registration rights that are subordinate to the rights of the Holders hereunder.

Priority of Piggyback Registration. (a) (A) If the Managing Underwriter registration or Underwriters Public Offering referred to in the first sentence of Section 3.3.1. is to be a registration or Public Offering on behalf of the Company, and the managing underwriter or underwriters of any proposed Underwritten Offering offering of shares of Common Stock Registrable Securities included in a Piggyback Registration advises Contango informs the Company and the participating Holders in writing that, in its or their opinion, the number of securities that the total shares of Common Stock which the Selling such Holders and any other Persons intend to include in such offering exceeds the number which that can be sold in such offering without being likely to have a material and significant adverse effect on the offering price, timing or probability of success of the distribution of the Common Stock securities offered or the market for the Common Stocksecurities offered, then the Piggyback Notice provided by Contango pursuant to Section 2.2(a) shall include notification of such determination or, if such determination is made after the Piggyback Notice has been given, then Contango shall furnish notice in writing (including by e-mail) to the Holders (or to those who have timely elected to participate in such Underwritten Offering), and the Common Stock securities to be included in such Underwritten Offering Registration shall include be (i) first, one hundred percent (100%) of the securities that the Company proposes to sell, (ii) second, and only if all the securities referred to in clause (i) have been included, the number of shares Registrable Securities requested to be included by the other Holders and securities of Common Stock that the same class of the Company requested to be included by Noteholders that, in the opinion of such Managing Underwriter managing underwriter or Underwriters advises Contango underwriters, can be sold without having such material and adverse effect, with such number to be allocated among the Holders and Noteholders that have requested to participate in such Registration based on an amount equal to the lesser of (iix) the number of such Registrable Securities requested to be sold by such Holder or securities requested to be sold by such Noteholder, as applicable, and (iiy) a number of such shares equal to such Holder’s or Noteholder’s, as applicable, Piggyback Pro Rata Portion and (iii) third, and only if all of the Registrable Securities referred to in clause (ii) have been included in such Piggyback Registration was initiated by ContangoRegistration, any other securities eligible for inclusion in such Registration. 13 (Ab) first, to Contango, (B) secondIf the registration or Public Offering referred to in the first sentence of Section 3.3.1. is to be a registration or Public Offering on behalf of a Demanding Holder, pro rata among and the Selling managing underwriter or underwriters of any proposed offering of Registrable Securities included in a Piggyback Registration informs the Demanding Holder and the participating Holders in writing that, in its or their opinion, the number of securities that such Holders and any other Persons who intend to include in such offering exceeds the number that can be sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be included in such Registration shall be (i) first, one hundred percent (100%) of the Registrable Securities that the Demanding Holders propose to sell, (ii) second, and only if all the securities referred to in clause (i) have been included, the number of Registrable Securities requested to be included by the other Holders and securities of the same class of the Company requested to be included by Noteholders that, in the opinion of such managing underwriter or after underwriters, can be sold without having such adverse effect, with such number to be allocated among the date hereof are granted registration rights on parity with the registration rights granted under this Agreement (the “Other Holders”) who other Holders and Noteholders that have requested participation to participate in such Registration based on an amount equal to the Piggyback Registration lesser of (based, for each such Selling Holder or Other Holder, on the percentage derived by dividing (1i) the number of shares of Common Stock proposed such Registrable Securities requested to be sold by such Selling Holder or such Other Holder in such offering; by (2) the aggregate number of shares of Common Stock proposed to be sold by all Selling Holders and all Other Holders in the Piggyback Registration), and (C) third, to any other holder of shares of common stock with registration rights that are subordinate to the rights of the Holders hereunder and (ii) if such Piggyback Registration was not initiated by Contango, (A) first, to the Persons initiating such Registration, (B) second, pro rata among the Selling Holders and any Other Holders who have securities requested participation in the Piggyback Registration (based, for each such Selling Holder or Other Holder, on the percentage derived by dividing (1) the number of shares of Common Stock proposed to be sold by such Selling Holder or such Other Holder in such offering; by (2) the aggregate number of shares of Common Stock proposed to be sold by all Selling Holders and all Other Holders in the Piggyback Registration other than the Persons initiating such Registration)Noteholder, as applicable, and (Cii) a number of such shares equal to such Holder’s or Noteholder’s, as applicable, Piggyback Pro Rata Portion, (iii) third, and only if all of the Registrable Securities referred to in clause (ii) have been included in such Registration, the number of securities that the Company proposes to sell that, in the opinion of such managing underwriter or underwriters, can be sold without having such adverse effect and (iv) fourth, and only if all of the securities referred to in clauses (ii) and (iii) have been included in such Registration, any other holder of shares of common stock with registration rights that are subordinate to the rights of the Holders hereundersecurities eligible for inclusion in such Registration.

Priority of Piggyback Registration. If the Managing Underwriter managing underwriter or Underwriters underwriters of any proposed Underwritten Offering of shares a class of Common Stock Registrable Securities included in a Piggyback Registration advises Contango that informs the total shares Company and the Holders in writing that, in its or their opinion, the number of Common Stock securities of such class which the Selling Holders such Holder and any other Persons intend to include in such offering Underwritten Offering exceeds the number which can be sold in such offering Underwritten Offering without being likely to have a material and significant adverse effect on the offering price, timing or probability of success of the distribution of the Common Stock securities offered or the market for the Common Stocksecurities offered, then the Piggyback Notice provided by Contango pursuant to Section 2.2(a) shall include notification of such determination or, if such determination is made after the Piggyback Notice has been given, then Contango shall furnish notice in writing (including by e-mail) to the Holders (or to those who have timely elected to participate in such Underwritten Offering), and the Common Stock securities to be included in such Underwritten Offering shall include be reduced in the following order of priority: first, there shall be excluded from the Underwritten Offering any securities to be sold for the account of any selling securityholder other than the Holders; second, there shall be excluded from the Underwritten Offering any securities to be sold for the account of the Company; third, there shall be excluded from the Underwritten Offering any securities to be sold for the account of Holders other than Dufry and its Affiliates that have been requested to be included therein pro rata based on the number of shares of Common Stock that such Managing Underwriter or Underwriters advises Contango can be sold without having such material and adverse effect, with such number to be allocated (i) if such Piggyback Registration was initiated Registrable Securities owned by Contango, (A) first, to Contango, (B) second, pro rata among the Selling Holders and any other Persons who have been or after the date hereof are granted registration rights on parity with the registration rights granted under this Agreement (the “Other Holders”) who have requested participation in the Piggyback Registration (based, for each such Selling Holder or Other Holder; and finally, on the percentage derived by dividing (1) the number of shares Registrable Securities of Common Stock proposed Dufry and its Affiliates shall be reduced, in each case to the extent necessary to reduce the total number of securities to be sold by such Selling Holder or such Other Holder included in such offering; by (2) the aggregate number of shares of Common Stock proposed to be sold by all Selling Holders and all Other Holders in the Piggyback Registration), and (C) third, to any other holder of shares of common stock with registration rights that are subordinate offering to the rights number recommended by the managing underwriter or underwriters. Confidential treatment requested by the registrant for its submission of the Holders hereunder this draft registration statement pursuant to Securities and (ii) if such Piggyback Registration was not initiated by Contango, (A) first, to the Persons initiating such Registration, (B) second, pro rata among the Selling Holders and any Other Holders who have requested participation in the Piggyback Registration (based, for each such Selling Holder or Other Holder, on the percentage derived by dividing (1) the number of shares of Common Stock proposed to be sold by such Selling Holder or such Other Holder in such offering; by (2) the aggregate number of shares of Common Stock proposed to be sold by all Selling Holders and all Other Holders in the Piggyback Registration other than the Persons initiating such Registration), and (C) third, to any other holder of shares of common stock with registration rights that are subordinate to the rights of the Holders hereunder.Exchange Commission Rule 83 HUD-259

Priority of Piggyback Registration. The Company shall use its reasonable best efforts to cause the managing underwriter or underwriters of an Underwritten Offering of the Registrable Securities included in a Piggyback Registration to permit Holders that have requested to be included in such Piggyback Registration to include in such Piggyback Registration all Registrable Securities so requested by such Holder. If the Managing Underwriter managing underwriter or Underwriters underwriters of any proposed Underwritten Offering of shares of Common Stock Registrable Securities included in a Piggyback Registration advises Contango inform the Company and the Holders that have requested to participate in such Piggyback Registration in writing that, in its or their opinion, the total shares number of Common Stock securities which the Selling such Holders and any other Persons intend to include in such offering exceeds the number which can be sold in such offering without being likely to have a material and significant adverse effect on the offering price, timing or probability of success of the distribution of the Common Stock securities offered or the market for the Common Stocksecurities offered, then the Piggyback Notice provided by Contango pursuant to Section 2.2(a) shall include notification of such determination or, if such determination is made after the Piggyback Notice has been given, then Contango shall furnish notice in writing (including by e-mail) to the Holders (or to those who have timely elected to participate in such Underwritten Offering), and the Common Stock securities to be included in such Underwritten Offering Registration shall include be (i) first, 100% of the securities that the Company or (subject to Section 2.07) any Person (other than a Holder) exercising a contractual right to demand Registration, as the case may be, proposes to sell, (ii) second, and only if all the securities referred to in the foregoing clause (i) have been included, the number of shares Registrable Securities that, in the opinion of Common Stock that such Managing Underwriter managing underwriter or Underwriters advises Contango underwriters, can be sold without having such material and adverse effecteffect in such Registration, with which such number to shall be allocated (i) if such Piggyback Registration was initiated by Contango, (A) first, to Contango, (B) second, pro rata among the Selling Holders Investors that have requested to participate in such Registration based on the relative number of Registrable Securities then held by each such Investor (provided that any securities thereby allocated to an Investor that exceed such Investor’s request shall be reallocated among the remaining requesting Investors in like manner), (iii) third, and any other Persons who only if all the securities referred to in the foregoing clause (ii) have been or after the date hereof are granted registration rights on parity with the registration rights granted under this Agreement (the “Other Holders”) who have requested participation in the Piggyback Registration (basedincluded, for each such Selling Holder or Other Holder, on the percentage derived by dividing (1) the number of shares Registrable Securities that, in the opinion of Common Stock proposed to such managing underwriter or underwriters, can be sold by without having such Selling Holder or such Other Holder adverse effect in such offering; by (2) the aggregate number of shares of Common Stock proposed to be sold by all Selling Holders and all Other Holders in the Piggyback Registration), and (C) third, to any other holder of shares of common stock with registration rights that are subordinate to the rights of the Holders hereunder and (ii) if such Piggyback Registration was not initiated by Contango, (A) first, to the Persons initiating such Registration, (B) second, which such number shall be allocated pro rata among the Selling Holders and any Other Holders who (excluding the Investors) that have requested participation to participate in such Registration based on the relative number of Registrable Securities then held by each such Holder (provided that any securities thereby allocated to a Holder that exceed such Xxxxxx’s request shall be reallocated among the remaining requesting Holders in like manner) and (iv) fourth, and only if all of the Registrable Securities referred to in the Piggyback foregoing clause (iii) have been included in such Registration, any other securities eligible for inclusion in such Registration (basedthat, for each such Selling Holder in the opinion of the managing underwriter or Other Holderunderwriters, on the percentage derived by dividing (1) the number of shares of Common Stock proposed to can be sold by without having such Selling Holder or such Other Holder adverse effect in such offering; by (2) the aggregate number of shares of Common Stock proposed to be sold by all Selling Holders and all Other Holders in the Piggyback Registration other than the Persons initiating such Registration), and (C) third, to any other holder of shares of common stock with registration rights that are subordinate to the rights of the Holders hereunder.

Priority of Piggyback Registration. If the Managing Underwriter managing underwriter or Underwriters underwriters of any proposed Underwritten Offering of shares of Common Stock Registrable Securities included in a Piggyback Registration advises Contango that informs the total shares Company (or in the case of Common Stock a Piggyback Registration not being underwritten, the Company determines) that, in its or their opinion, the number of securities which the Selling such Holders and any other Persons intend to include in such offering exceeds the number which can be sold in such offering without being likely to have a material and significant adverse effect on the offering price, timing or probability of success of the distribution of the Common Stock securities offered or the market for the Common Stocksecurities offered, then the Piggyback Notice provided by Contango pursuant to Section 2.2(a) shall include notification of such determination or, if such determination is made after the Piggyback Notice has been given, then Contango shall furnish notice in writing (including by e-mail) to the Holders (or to those who have timely elected to participate in such Underwritten Offering), and the Common Stock securities to be included in such Underwritten Offering Registration shall include be (i) first, 100% of the securities that the Company or any Person (other than a Holder of Registrable Securities) exercising a contractual right to demand Registration, as the case may be, proposes to sell; (ii) second, and only if all the securities referred to in clause (i) have been included, the number of shares Registrable Securities and other securities of Common Stock the same class as such Registrable Securities held by other Persons that have a contractual right to participate in such Managing Underwriter Registration that, in the opinion of such managing underwriter or Underwriters advises Contango underwriters, can be sold without having such material and adverse effect, with such number to be allocated (i) if such Piggyback Registration was initiated by Contango, (A) first, to Contango, (B) second, pro rata among the Selling Holders and any such other Persons who have been or after the date hereof are granted registration rights on parity with the registration rights granted under this Agreement (the “Other Holders”) who that have requested participation to participate in such Registration based on the Piggyback Registration (based, for relative number of Registrable Securities then held by each such Selling Holder or Other Holder, on the percentage derived by dividing Person (1) the number of shares of Common Stock proposed provided that any securities thereby allocated to be sold by such Selling a Holder or Person that exceed such Other Holder in such offering; by (2) Holder’s or Person’s request shall be reallocated among the aggregate number of shares of Common Stock proposed to be sold by all Selling remaining requesting Holders and all Other Holders Persons in the Piggyback Registrationlike manner), ; and (Ciii) third, to any other holder of shares of common stock with registration rights that are subordinate to the rights and only if all of the Holders hereunder Registrable Securities referred to in clauses (i) and (ii) if such Piggyback Registration was not initiated by Contango, (A) first, to the Persons initiating have been included in such Registration, (B) second, pro rata among the Selling Holders and any Other Holders who have requested participation in the Piggyback Registration (based, other securities eligible for each such Selling Holder or Other Holder, on the percentage derived by dividing (1) the number of shares of Common Stock proposed to be sold by such Selling Holder or such Other Holder inclusion in such offering; by (2) the aggregate number of shares of Common Stock proposed to be sold by all Selling Holders and all Other Holders in the Piggyback Registration other than the Persons initiating such Registration), and (C) third, to any other holder of shares of common stock with registration rights that are subordinate to the rights of the Holders hereunder.

Priority of Piggyback Registration. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering of shares of Common Stock included in a Piggyback Registration advises Contango TMC that the total shares of Common Stock which the Selling Holders and any other Persons intend to include in such offering exceeds the number which can be sold in such offering without being likely to have a material and an adverse effect on the offering price, timing or probability of success of the distribution of the Common Stock offered or the market for the Common Stock, then the Piggyback Notice provided by Contango TMC pursuant to Section 2.2(a) shall include notification of such determination or, if such determination is made after the Piggyback Notice has been given, then Contango TMC shall furnish notice in writing (including by e-mail) to the Holders (or to those who have timely elected to participate in such Underwritten Offering), and the Common Stock to be included in such Underwritten Offering shall include the number of shares of Common Stock that such Managing Underwriter or Underwriters advises Contango TMC can be sold without having such material and adverse effect, with such number to be allocated in a manner consistent with the Registration Rights Agreement, dated February 9, 2021, by and among TMC and the other parties thereto, (i) if such Piggyback Registration was initiated by ContangoTMC, (A) first, to ContangoTMC, (B) second, pro rata among the Selling Holders and any other Persons who have been or after the date hereof are granted registration rights on parity with the registration rights granted under this Agreement (the “Other Holders”) who have requested participation in the Piggyback Registration (based, for each such Selling Holder or Other Holder, on the percentage derived by dividing (1) the number of shares of Common Stock proposed to be sold by such Selling Holder or such Other Holder in such offering; by (2) the aggregate number of shares of Common Stock proposed to be sold by all Selling Holders and all Other Holders in the Piggyback Registration), and (C) third, to any other holder of shares of common stock Common Stock with registration rights that are subordinate to the rights of the Holders hereunder and (ii) if such Piggyback Registration was not initiated by ContangoTMC, (A) first, to the Persons initiating such Registration, (B) second, pro rata among the Selling Holders and any Other Holders who have requested participation in the Piggyback Registration (based, for each such Selling Holder or Other Holder, on the percentage derived by dividing (1) the number of shares of Common Stock proposed to be sold by such Selling Holder or such Other Holder in such offering; by (2) the aggregate number of shares of Common Stock proposed to be sold by all Selling Holders and all Other Holders in the Piggyback Registration other than the Persons initiating such Registration), and (C) third, to any other holder of shares of common stock Common Stock with registration rights that are subordinate to the rights of the Holders hereunder.

Priority of Piggyback Registration. If the Managing Underwriter managing underwriter or Underwriters underwriters of any proposed Underwritten Offering of shares of Common Stock Registrable Securities included in a Piggyback Registration advises Contango informs the Company and the Holders that have requested to participate in such Piggyback Registration in writing that, in its or their opinion, the total shares number of Common Stock securities which the Selling such Holders and any other Persons intend to include in such offering exceeds the number which can be sold in such offering without being likely to have a material and significant adverse effect on the offering price, timing or probability of success of the distribution of the Common Stock securities offered or the market for the Common Stocksecurities offered, then the Piggyback Notice provided by Contango pursuant to Section 2.2(a) shall include notification of such determination or, if such determination is made after the Piggyback Notice has been given, then Contango shall furnish notice in writing (including by e-mail) to the Holders (or to those who have timely elected to participate in such Underwritten Offering), and the Common Stock securities to be included in such Underwritten Offering Registration shall include be (i) first, 100% of the securities that the Company proposes to sell, (ii) second, and only if all the securities referred to in clause (i) have been included, the number of shares Registrable Securities that, in the opinion of Common Stock that such Managing Underwriter managing underwriter or Underwriters advises Contango underwriters, can be sold without having such material and adverse effecteffect in such Registration, with which such number to shall be allocated (i) if such Piggyback Registration was initiated by Contango, (A) first, to Contango, (B) second, pro rata among the Selling Holders Investors that have requested to participate in such Registration based on the relative number of Registrable Securities then held by each such Investor (provided that any securities thereby allocated to an Investor that exceed such Investor’s request shall be reallocated among the remaining requesting Investors in like manner), (iii) third, and any other Persons who only if all the securities referred to in clause (ii) have been or after the date hereof are granted registration rights on parity with the registration rights granted under this Agreement (the “Other Holders”) who have requested participation in the Piggyback Registration (basedincluded, for each such Selling Holder or Other Holder, on the percentage derived by dividing (1) the number of shares Registrable Securities that, in the opinion of Common Stock proposed to such managing underwriter or underwriters, can be sold by without having such Selling Holder or such Other Holder adverse effect in such offering; by (2) the aggregate number of shares of Common Stock proposed to be sold by all Selling Holders and all Other Holders in the Piggyback Registration), and (C) third, to any other holder of shares of common stock with registration rights that are subordinate to the rights of the Holders hereunder and (ii) if such Piggyback Registration was not initiated by Contango, (A) first, to the Persons initiating such Registration, (B) second, which such number shall be allocated pro rata among the Selling Holders and any Other Holders who (excluding the Investors) that have requested participation to participate in such Registration based on the relative number of Registrable Securities then held by each such Holder (provided that any securities thereby allocated to a Holder that exceed such Holder’s request shall be reallocated among the remaining requesting Holders in like manner) and (iv) fourth, and only if all of the Registrable Securities referred to in clause (iii) have been included in such Registration, any other securities eligible for inclusion in such Registration that, in the Piggyback Registration (basedopinion of the managing underwriter or underwriters, for each such Selling Holder or Other Holder, on the percentage derived by dividing (1) the number of shares of Common Stock proposed to can be sold by without having such Selling Holder or such Other Holder adverse effect in such offering; by (2) the aggregate number of shares of Common Stock proposed to be sold by all Selling Holders and all Other Holders in the Piggyback Registration other than the Persons initiating such Registration), and (C) third, to any other holder of shares of common stock with registration rights that are subordinate to the rights of the Holders hereunder.

Priority of Piggyback Registration. If the Managing Underwriter managing underwriter or Underwriters underwriters of any proposed Underwritten Offering of shares of Common Stock included in a Piggyback Registration advises Contango informs the Company and the holders of such Registrable Securities in writing that the total shares amount or kind of Common Stock securi- ties which the Selling Holders such holders and any other Persons persons or entities intend to include in such offering exceeds the number which can be sold in such offering without being likely so as to have a material and significant adverse effect on the offering price, timing or probability of success distribu- tion of the distribution of the Common Stock securities offered in such offering or the market for the Company's Common Stock, then the Piggyback Notice provided by Contango pursuant to Section 2.2(a) shall include notification of such determination or, if such determination is made after the Piggyback Notice has been given, then Contango shall furnish notice in writing (including by e-mail) to the Holders (or to those who have timely elected to participate in such Underwritten Offering), and the Common Stock securities to be included in such Underwritten Offering Regis- tration shall include be (i) first, 100% of the securities that the Company proposes to sell, and (ii) second, and only if all the securities refer- enced in clause (i) have been included, the number of shares Registrable Securi- ties and securities of Common Stock that other holders with a contractual right to demand registration that, in the opinion of such Managing Underwriter underwriter or Underwriters advises Contango underwriters, can be sold without having such material and adverse effect, with such number to be allocated (i) if such Piggyback Registration was initiated by Contango, (A) first, to Contango, (B) second, pro rata among the Selling holders and Existing Holders and any other Persons who have been or after the date hereof are granted registration rights on parity with the registration rights granted under this Agreement (the “Other Holders”) who which have requested participation to be included in the Piggyback Registration (basedsuch Registration, for each such Selling Holder or Other Holder, based on the percentage derived by dividing (1) the number of shares of Common Stock proposed securities requested to be sold by included (provided that any securities thereby allocated to any such Selling holder or Existing Holder or that exceed such Other Holder person's request will be reallocated among the remaining requesting holders and Existing Holders of securities in such offering; by (2like manner) the aggregate number of shares of Common Stock proposed to be sold by all Selling Holders and all Other Holders in the Piggyback Registration), and (Ciii) third, to any other holder of shares of common stock with registration rights that are subordinate to the rights and only if all of the Holders hereunder Registrable Securities referenced in clauses (i) and (ii) if such Piggyback Registration was not initiated by Contangohave been included, (A) first, to the Persons initiating any other securities eligible for inclusion in such Registration, . (Bc) second, pro rata among No Effect on Demand Registrations. No Registration of Registrable Securities effected pursuant to a request under this Section 2.3 shall be deemed to have been effected pursuant to Sections 2.1 or 2.2 hereof or shall relieve the Selling Holders and any Other Holders who have requested participation in the Piggyback Registration (based, for each such Selling Holder Company of its obligations under Sections 2.1 or Other Holder, on the percentage derived by dividing (1) the number of shares of Common Stock proposed to be sold by such Selling Holder or such Other Holder in such offering; by (2) the aggregate number of shares of Common Stock proposed to be sold by all Selling Holders and all Other Holders in the Piggyback Registration other than the Persons initiating such Registration), and (C) third, to any other holder of shares of common stock with registration rights that are subordinate to the rights of the Holders hereunder.2.2 hereof. 2.4

Priority of Piggyback Registration. In connection with any Piggyback Registration, the Company shall not be required under Section 4.1.1 to include any of the participating Stockholders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it, and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the Managing Underwriter or Underwriters such underwriters of any proposed Underwritten Offering offering of shares of Common Stock Registrable Shares included in a Piggyback Registration advises Contango informs the Company and the participating Stockholders that the total shares number of Common Stock which the Selling Holders securities that such Stockholders and any other Persons intend to include in such offering exceeds the number which that can be sold in such offering without without, in the sole discretion of the underwriters, being likely to have a material and any adverse effect on the offering price, timing or probability of success of the distribution of the Common Stock securities offered or the market for the Common Stocksecurities offered, or jeopardizing in any respect the success of any such offering, then the Piggyback Notice provided by Contango pursuant to Section 2.2(a) shall include notification of such determination or, if such determination is made after the Piggyback Notice has been given, then Contango shall furnish notice in writing (including by e-mail) to the Holders (or to those who have timely elected to participate in such Underwritten Offering), and the Common Stock securities to be included in such Underwritten Offering Registration shall include be (i) first, one hundred percent (100%) of the securities that the Company proposes to sell, and (ii) second, the number of shares Registrable Shares that, in the sole discretion of Common Stock that such Managing Underwriter or Underwriters advises Contango underwriters, can be sold without having such material and adverse effecteffect or otherwise jeopardizing the success of any such offering in any respect, with such number to be allocated (i) if such Piggyback Registration was initiated by Contango, (A) first, to Contango, (B) second, pro rata among the Selling Holders and any other Persons who have been or after the date hereof are granted registration rights on parity with the registration rights granted under this Agreement (the “Other Holders”) who Stockholders that have requested participation to participate in such Registration based on an amount equal to the Piggyback Registration lesser of (based, for each such Selling Holder or Other Holder, on the percentage derived by dividing (1x) the number of shares of Common Stock proposed such Registrable Shares requested to be sold by such Selling Holder or such Other Holder in such offering; by (2) the aggregate number of shares of Common Stock proposed to be sold by all Selling Holders and all Other Holders in the Piggyback Registration)Stockholder, and (Cy) a number of such shares equal to such Stockholder’s Pro Rata Portion, and (iii) third, to any other holder of shares of common stock with registration rights that are subordinate to the rights and only if all of the Holders hereunder and Registrable Shares referred to in clause (ii) if such Piggyback Registration was not initiated by Contango, (A) first, to the Persons initiating have been included in such Registration, (B) secondany other securities eligible for inclusion in such Registration. For purposes of the preceding sentence concerning apportionment, pro rata among for any selling Stockholder which is a holder of Registrable Shares and which is a limited liability company, partnership or corporation, the Selling Holders partners, retired partners, members, retired members and stockholders of such holder, or the estates and family members of any such partners, members and retired partners and retired members and any Other Holders who have requested participation in trusts for the Piggyback Registration (basedbenefit of any of the foregoing Persons shall be deemed to be a single “selling Stockholder”, for each and any pro-rata reduction with respect to such Selling Holder or Other Holder, on “selling Stockholder” shall be based upon the percentage derived by dividing (1) the number aggregate amount of shares of Common Stock proposed to be sold carrying registration rights owned by such Selling Holder or such Other Holder all entities and individuals included in such offering“selling Stockholder”, as defined in this sentence; by (2) the aggregate number of shares of Common Stock proposed to provided, however, that each West Stockholder shall be sold by all Selling Holders and all Other Holders in the Piggyback Registration other than the Persons initiating such Registration), and (C) third, to any other holder of shares of common stock with registration rights that are subordinate to the rights of the Holders hereunderdeemed a separate “selling Stockholder”.

Priority of Piggyback Registration. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering of shares of Common Stock included for Other Holders advise the Company in a Piggyback Registration advises Contango writing that the total shares amount of Common Stock which the Selling Registrable Securities that Holders and any other Persons intend to include in such offering exceeds the number which that can be sold in such offering without being likely to have a material and an adverse effect on the offering price, timing or probability of success of the distribution of the Common Stock Registrable Securities offered or the market for the shares of Company Common Stock, then the Piggyback Notice provided by Contango pursuant to Section 2.2(a) shall include notification of such determination or, if such determination is made after the Piggyback Notice has been given, then Contango shall furnish notice in writing (including by e-mail) to the Holders (or to those who have timely elected to participate in such Underwritten Offering), and the Common Stock to be included in such Underwritten Offering Company shall include the number of shares of Company Common Stock that such Managing Underwriter or Underwriters advises Contango advise the Company can be sold without having such material and adverse effect, with such number to be allocated (i) if in the event that the Person that initiated such Piggyback Registration was initiated by ContangoUnderwritten Offering is the Company, (A) first, to Contangothe Company, (B) second, pro rata among the Selling Holders and any other Persons who have been or after the date hereof are granted registration rights on parity with the registration rights granted under this Agreement (the “Other Holders”) who have requested participation in the Piggyback Registration (based, for each such Selling Holder or Other Holder, on the percentage derived by dividing (1) the number of shares of Common Stock proposed any Holders who are exercising piggyback registration rights pursuant to be sold by this Section 2.02 related to such Selling Holder or such Other Holder in such offering; by offering and (2) the aggregate number of any Persons owning shares of Company Common Stock proposed Stock, having piggyback registration rights pari passu to be sold by all Selling those of the Holders described in this Section 2.02(b)(i)(B) and all Other Holders in the Piggyback Registration), exercising such piggyback registration rights and (C) third, to pro rata among any other holder of Persons owning shares of common stock with Company Common Stock having piggyback registration rights that are subordinate to the rights those of the Holders hereunder and exercising such piggyback registration rights and (ii) if in the event that any Person other than the Company initiated such Piggyback Registration was not initiated by ContangoUnderwritten Offering, (A) first, to the Persons initiating Person that initiated such RegistrationUnderwritten Offering, (B) second, pro rata among (1) all other Holders who are exercising piggyback registration rights pursuant to this Section 2.02 related to such offering and (2) any Persons owning shares of Company Common Stock, having piggyback registration rights pari passu to those of the Selling Holders described in this Section 2.02(b)(ii) and exercising such piggyback registration rights and (C) third, pro rata among the Company (to the extent that such Person was not the Person initiating the Underwritten Offering on its own behalf) and Persons owning shares of Company Common Stock having piggyback registration rights subordinate to those of the Holders and any Other Holders who have requested participation exercising such piggyback registration rights (it being understood that “pro rata,” as used in the Piggyback Registration (this Section 2.02, is based, for each such Selling Holder Person or Other Holder, as applicable, on the percentage derived by dividing (1x) the number of shares of Company Common Stock proposed to be sold by such Selling Holder Person or such Other Holder Holder, as applicable, in such offering; offering by (2y) the aggregate number of shares of Company Common Stock proposed to be sold by all Selling Holders and all Other Holders the Persons sharing in the Piggyback Registration other than the Persons initiating such Registrationsame tier of pro rata allocation), and (C) third, to any other holder of shares of common stock with registration rights that are subordinate to the rights of the Holders hereunder.

Priority of Piggyback Registration. If the Managing Underwriter managing underwriter or Underwriters underwriters of any proposed Underwritten Offering of shares of Common Stock Registrable Securities included in a Piggyback Registration advises Contango informs the Company and the Holders that have requested to participate in such Piggyback Registration in writing that, in its or their opinion, the total shares number of Common Stock securities which the Selling such Holders and any other Persons intend to include in such offering exceeds the number which can be sold in such offering without being likely to have a material and significant adverse effect on the offering price, timing or probability of success of the distribution of the Common Stock securities offered or the market for the Common Stocksecurities offered, then the Piggyback Notice provided by Contango pursuant to Section 2.2(a) shall include notification of such determination or, if such determination is made after the Piggyback Notice has been given, then Contango shall furnish notice in writing (including by e-mail) to the Holders (or to those who have timely elected to participate in such Underwritten Offering), and the Common Stock securities to be included in such Underwritten Offering Registration shall include be (i) first, one hundred percent (100%) of the securities that the Company or (subject to Section 2.07) any Person (other than a Holder) exercising a contractual right to demand Registration, as the case may be, proposes to sell, (ii) second, and only if all the securities referred to in clause (i) have been included, the number of shares Registrable Securities that, in the opinion of Common Stock that such Managing Underwriter managing underwriter or Underwriters advises Contango underwriters, can be sold without having such material and adverse effecteffect in such Registration, with which such number to shall be allocated (i) if such Piggyback Registration was initiated by Contango, (A) first, to Contango, (B) second, pro rata among the Selling Holders and any other Persons who have been or after the date hereof are granted registration rights on parity with the registration rights granted under this Agreement (the “Other Holders”) who Institutional Investors that have requested participation to participate in such Registration based on the Piggyback Registration (based, for relative number of Registrable Securities then held by each such Selling Holder or Other Holder, on Institutional Investor (provided that any securities thereby allocated to an Institutional Investor that exceed such Institutional Investor’s request shall be reallocated among the percentage derived by dividing (1) the number of shares of Common Stock proposed to be sold by such Selling Holder or such Other Holder remaining requesting Institutional Investors in such offering; by (2) the aggregate number of shares of Common Stock proposed to be sold by all Selling Holders and all Other Holders in the Piggyback Registrationlike manner), and (Ciii) third, only if all the securities referred to any other holder of shares of common stock with registration rights that are subordinate to the rights of the Holders hereunder and in clause (ii) if have been included, the number of Registrable Securities that, in the opinion of such Piggyback Registration was not initiated by Contangomanaging underwriter or underwriters, (A) first, to the Persons initiating can be sold without having such adverse effect in such Registration, (B) second, which such number shall be allocated pro rata among the Selling Holders and any Other Holders who (excluding the Institutional Investors) that have requested participation to participate in such Registration based on the relative number of Registrable Securities then held by each such Holder (provided that any securities thereby allocated to a Holder that exceed such Holder’s request shall be reallocated among the remaining requesting Holders in like manner) and (iv) fourth, and only if all of the Registrable Securities referred to in clause (iii) have been included in such Registration, any other securities eligible for inclusion in such Registration that, in the Piggyback Registration (basedopinion of the managing underwriter or underwriters, for each such Selling Holder or Other Holder, on the percentage derived by dividing (1) the number of shares of Common Stock proposed to can be sold by without having such Selling Holder or such Other Holder adverse effect in such offering; by (2) the aggregate number of shares of Common Stock proposed to be sold by all Selling Holders and all Other Holders in the Piggyback Registration other than the Persons initiating such Registration), and (C) third, to any other holder of shares of common stock with registration rights that are subordinate to the rights of the Holders hereunder.

Priority of Piggyback Registration. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering of shares of Common Stock included in a Piggyback Registration advises Contango USEG that the total shares of Common Stock which the Selling Holders and any other Persons intend to include in such offering exceeds the number which can be sold in such offering without being likely to have a material and an adverse effect on the offering price, timing or probability of success of the distribution of the Common Stock offered or the market for the Common Stock, then the Piggyback Notice provided by Contango USEG pursuant to Section 2.2(a) shall include notification of such determination or, if such determination is made after the Piggyback Notice has been given, then Contango USEG shall furnish notice in writing (including by e-mail) to the Holders (or to those who have timely elected to participate in such Underwritten Offering), and the Common Stock to be included in such Underwritten Offering shall include the number of shares of Common Stock that such Managing Underwriter or Underwriters advises Contango USEG can be sold without having such material and adverse effect, with such number to be allocated (i) if such Piggyback Registration was initiated by ContangoUSEG, (A) first, to ContangoUSEG, (B) second, pro rata among the Selling Holders and any other Persons who have been or after the date hereof are granted registration rights on parity with the registration rights granted under this Agreement (the “Other Holders”) who have requested participation in the Piggyback Registration (based, for each such Selling Holder or Other Holder, on the percentage derived by dividing (1) the number of shares of Common Stock proposed to be sold by such Selling Holder or such Other Holder in such offering; by (2) the aggregate number of shares of Common Stock proposed to be sold by all Selling Holders and all Other Holders in the Piggyback Registration), and (C) third, to any other holder of shares of common stock Common Stock with registration rights that are subordinate to the rights of the Holders hereunder and (ii) if such Piggyback Registration was not initiated by ContangoUSEG, (A) first, to the Persons initiating such Registration, (B) second, pro rata among the Selling Holders and any Other Holders who have requested participation in the Piggyback Registration (based, for each such Selling Holder or Other Holder, on the percentage derived by dividing (1) the number of shares of Common Stock proposed to be sold by such Selling Holder or such Other Holder in such offering; by (2) the aggregate number of shares of Common Stock proposed to be sold by all Selling Holders and all Other Holders in the Piggyback Registration other than the Persons initiating such Registration), and (C) third, to any other holder of shares of common stock Common Stock with registration rights that are subordinate to the rights of the Holders hereunder.

Priority of Piggyback Registration. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering of shares of Common Stock Units included in a Piggyback Registration advises Contango QR Energy that the total shares amount of Common Stock Units which the Selling Holders selling Registration Rights Group and any other Persons intend to include in such offering Underwritten Offering exceeds the number which can be sold in such offering without being likely to have a material and an adverse effect on the offering price, timing or probability of success of the distribution of the Common Stock Units offered or the market for the Common StockUnits, then the Piggyback Notice provided by Contango pursuant to Section 2.2(a) shall include notification of such determination or, if such determination is made after the Piggyback Notice has been given, then Contango shall furnish notice in writing (including by e-mail) to the Holders (or to those who have timely elected to participate in such Underwritten Offering), and the Common Stock Units to be included in such Underwritten Offering shall include all of the Units that QR Energy intends to include in such Underwritten Offering, plus the number of shares of Common Stock Registrable Securities that such Managing Underwriter or Underwriters advises Contango QR Energy can be sold without having such material and adverse effect, with such number to be allocated (i) if such Piggyback Registration was initiated by Contango, (A) first, to Contango, (B) second, pro rata among the Selling Holders and any other Persons who have been or after the date hereof are granted registration rights on parity with the registration rights granted under this Agreement (the “Other Holders”) Registration Rights Group who have requested participation in the Piggyback Registration (based, for each such selling Selling Holder or Other HolderRegistration Rights Group member, on the percentage derived by dividing (1i) the number of shares of Common Stock Registrable Securities proposed to be sold by such selling Selling Holder or such Other Holder Registration Rights Group member in such offering; by (2ii) the aggregate number of shares of Common Stock Units proposed to be sold by all Selling Holders the selling Registration Rights Group and all Other Holders in the Piggyback Registration), and (C) third, to any other holder of shares of common stock with registration rights that are subordinate to the rights of the Holders hereunder and (ii) if such Piggyback Registration was not initiated by Contango, (A) first, to the Persons initiating such Registration, (B) second, pro rata among the Selling Holders and any Other Holders who have requested participation participating in the Piggyback Registration (basedto be included in such offering). Notwithstanding the foregoing, for each if the registration statement was filed to meet the requirements of Section 5.3(a), then the Registration Rights Group that requested such Selling Holder or Other Holder, on the percentage derived by dividing (1) registration shall have priority over QR Energy and any other selling Registration Rights Group in determining the number of shares of Common Stock proposed to Units that may be sold by such Selling Holder or such Other Holder included in such offering; by (2) the aggregate number of shares of Common Stock proposed to be sold by all Selling Holders and all Other Holders in the Piggyback Registration other than the Persons initiating such Registration), and (C) third, to any other holder of shares of common stock with registration rights that are subordinate to the rights of the Holders hereunderUnderwritten Offering.