Common use of Priority of Rights Clause in Contracts

Priority of Rights. In connection with an Underwritten Offering and Overnight Underwritten Offering contemplated by Section 2.02(a) and Section 2.02(b), respectively, if the Managing Underwriter(s) of any such Underwritten Offering or Overnight Underwritten Offering, as the case may be, advises Parent that the total amount of Class A Common Stock that the Selling Holders and any other Persons intend to include in such Underwritten Offering or Overnight Underwritten Offering exceeds the number that can be sold in such Underwritten Offering or Overnight Underwritten Offering without being likely to have a material adverse effect on the price, timing or distribution of the Class A Common Stock offered in such Underwritten Offering or Overnight Underwritten Offering, as the case may be, or the market for the Class A Common Stock, then the Class A Common Stock to be included in such Underwritten Offering or Overnight Underwritten Offering shall include the number of shares of Class A Common Stock that such Managing Underwriter(s) advise Parent can be sold without having such adverse effect (such maximum number of shares of Class A Common Stock, the “Maximum Number of Securities”), with such number to be allocated (i) first, to Parent, (ii) second, pro rata among all Selling Holders and holders of any other securities of Parent having rights of registration on parity with the Registrable Securities (“Parity Holders”) who have requested participation in such Underwritten Offering or Overnight Underwritten Offering. The pro rata allocations for each such Selling Holder or Parity Holder shall be (A) based on the percentage derived by dividing (1) the number of shares of Class A Common Stock (or other securities) that such Selling Holder or such Parity Holder has requested be included in such Underwritten Offering or Overnight Underwritten Offering by (2) the aggregate number of shares of Class A Common Stock (or other securities) that all Selling Holders and all Parity Holders have requested be included in such Underwritten Offering or Overnight Underwritten Offering or (B) as otherwise agreed by such Selling Holder or Parity Holder, as applicable.

Priority of Rights. In connection with If the Managing Underwriter or Underwriters of any proposed Underwritten Offering of Company Shares included in an Underwritten Offering and Overnight Underwritten Offering contemplated by Section 2.02(ainvolving Included Registrable Securities advises the Company in writing (including but not limited to electronic communications) and Section 2.02(b), respectively, if the Managing Underwriter(s) of any such Underwritten Offering or Overnight Underwritten Offering, as the case may be, advises Parent that the total amount of Class A Common Stock Registrable Securities that the Selling Holders and any other Persons intend to include in such Underwritten Offering or Overnight Underwritten Offering offering exceeds the number that can be sold in such Underwritten Offering or Overnight Underwritten Offering offering without being likely to have a material significant adverse effect on the price, timing or distribution of the Class A Common Stock Company Shares offered in such Underwritten Offering or Overnight Underwritten Offering, as the case may be, or the market for the Class A Common StockCompany Shares, then the Class A Common Stock Registrable Securities to be included in such Underwritten Offering or Overnight Underwritten Offering shall include the number of shares of Class A Common Stock Registrable Securities that such Managing Underwriter(s) advise Parent Underwriter or Underwriters advises the Company can be sold without having such adverse effect (such maximum number of shares of Class A Common Stock, the “Maximum Number of Securities”)effect, with such number to be allocated (A) in the case of a primary Registration on behalf of the Company: (i) first, to Parentthe Company, (ii) second, pro rata among all Selling Holders and holders of any other securities of Parent the Company having rights of registration Registration on parity with the Registrable Securities (“Parity Holders”) who have requested participation in such Underwritten Offering or Overnight and (iii) third, other securities requested to be included in such Underwritten Offering, and (B) in the case of an underwritten secondary Registration on behalf of holders of the Company’s securities other than Registrable Securities (“Other Holders”): (i) first, the securities requested to be included therein by the Other Holders requesting such registration, (ii) second, the Registrable Securities requested to be included in such Registration, pro rata among the Holders and any Parity Holders that are not Other Holders of any such Registrable Securities and (ii) third, other securities requested to be included in such Registration, including securities included on behalf of the Company. The pro rata allocations for each such Selling Holder or Parity Holder shall be the product of (A) based on the percentage derived by dividing (1) the number of shares of Class A Common Stock (or other securities) that such Selling Holder or such Parity Holder has requested be included in such Underwritten Offering or Overnight Underwritten Offering by (2) the aggregate number of shares of Class A Common Stock (or other securities) that Registrable Securities proposed to be sold by all Selling Holders and all Parity Holders have requested be included participating in such the Underwritten Offering or Overnight Underwritten Offering or (for the avoidance of doubt, after giving effect to the allocation to the Company pursuant to clause (A)(i) above and the allocation to the Other Holders pursuant to clause (B)(i) above) multiplied by (B) as otherwise agreed the fraction derived by dividing (x) the number of Registrable Securities owned at such time by such Selling Holder by (y) the aggregate number of Registrable Securities owned at such time by all Holders and Parity Holders participating in the Underwritten Offering. All Participating Holders and Parity Holders shall have the opportunity to share pro rata that portion of such priority allocable to any Holder(s) or Parity Holder, as applicableHolders to the extent not so participating.

Priority of Rights. In connection with an Underwritten Offering and Overnight Underwritten Offering contemplated by Section 2.02(a2.2(a) and Section 2.02(b2.2(b), respectively, if the Managing Underwriter(s) Underwriter or Underwriters of any such Underwritten Offering or Overnight Underwritten Offering, as the case may be, advises Parent the Company, and the Company advises the Holders in writing, that the total amount of Class A Common Stock that the Selling Holders and any other Persons intend to include in such Underwritten Offering or Overnight Underwritten Offering exceeds the number that can be sold in such Underwritten Offering or Overnight Underwritten Offering without being likely to have a material adverse effect on the price, timing or distribution of the Class A Common Stock offered in such Underwritten Offering or Overnight Underwritten Offering, as the case may be, or the market for the Class A Common Stock, then the Class A Common Stock to be included in such Underwritten Offering or Overnight Underwritten Offering shall include the number of shares of Class A Common Stock Registrable Securities that such Managing Underwriter(s) advise Parent Underwriter or Underwriters advises the Company can be sold without having such adverse effect (such maximum number of shares of Class A Common Stock, the “Maximum Number of Securities”)effect, with such number to be allocated (i) first, to Parentthe Company or such other Person as has requested such registration, filing or offering, as the case may be, and (ii) second, pro rata among all Selling Holders and other holders of any other securities shares of Parent Common Stock having rights of registration on parity with the Registrable Securities (“Parity Holders”) who have requested participation in such Underwritten Offering or Overnight Underwritten Offering. The pro rata allocations for each such Selling Holder or Parity Holder shall be the product of (A) based on the percentage derived by dividing (1) the aggregate number of Registrable Securities and shares of Class A Common Stock (or other securities) that such Selling Holder or such proposed to be sold by all Holders and Parity Holder has requested be included Holders, respectively, participating in such the Underwritten Offering or Overnight Underwritten Offering (for the avoidance of doubt, after giving effect to the allocation to the Company pursuant to clause (i) of the preceding sentence) multiplied by (2B) the fraction derived by dividing (x) the number of Registrable Securities owned at such time by such Holder by (y) the aggregate number of Registrable Securities and shares of Class A Common Stock (or other securities) that owned at such time by all Selling Holders and all Parity Holders have requested be included Holders, respectively, participating in such the Underwritten Offering or Overnight Underwritten Offering or (B) as otherwise agreed by such Selling Holder or Parity Holder, as applicableOffering.

Priority of Rights. In connection with an Underwritten Offering and or Overnight Underwritten Offering contemplated by Section 2.02(a) and Section 2.02(b), respectively, if the Managing Underwriter(s) Underwriter or Underwriters of any such Underwritten Offering or Overnight Underwritten Offering, as the case may be, advises Parent that the total amount of Class A Common Stock Units that the Selling Holders and any other Persons intend to include in such Underwritten Offering or Overnight Underwritten Offering exceeds the number that can be sold in such Underwritten Offering or Overnight Underwritten Offering without being likely to have a material adverse effect on the price, timing or distribution of the Class A Common Stock Units offered in such Underwritten Offering or Overnight Underwritten Offering, as the case may be, or the market for the Class A Common StockUnits, then the Class A Parent Common Stock Units to be included in such Underwritten Offering or Overnight Underwritten Offering shall include the number of shares of Class A Parent Common Stock Units that such Managing Underwriter(s) advise Underwriter or Underwriters advises Parent can be sold without having such adverse effect (such maximum number of shares of Class A Common Stock, the “Maximum Number of Securities”)effect, with such number to be allocated (i) first, to Parent, and (ii) second, pro rata among all Selling Holders and holders of any other securities of Parent having rights of registration on parity with the Registrable Securities (“Parity Holders”) who have requested participation in such Underwritten Offering or Overnight Underwritten Offering. The pro rata allocations for each such Selling Holder or Parity Holder shall be the product of (A) based on the percentage derived by dividing (1) the aggregate number of shares of Class A Common Stock (or other securities) that such Registrable Securities proposed to be sold by all Selling Holder or such Holders and Parity Holder has requested be included Holders participating in such the Underwritten Offering or Overnight Underwritten Offering (for the avoidance of doubt, after giving effect to the allocation to Parent pursuant to clause (i) of the preceding sentence) multiplied by (2B) the fraction derived by dividing (x) the number of Parent Common Units owned at such time by such Selling Holder by (y) the aggregate number of shares of Class A Common Stock (or other securities) that Units owned at such time by all Selling Holders and all Parity Holders have requested be included participating in such the Underwritten Offering or Overnight Underwritten Offering or (BOffering. All participating Selling Holders and Parity Holders shall have the opportunity to share pro rata that portion of such priority allocable to any Selling Holder(s) as otherwise agreed by such Selling Holder or Parity Holder, as applicableHolders to the extent not so participating.

Priority of Rights. In connection with an Underwritten Offering and Overnight Underwritten Offering contemplated by Section 2.02(a2.2(a) and Section 2.02(b2.2(b), respectively, if the Managing Underwriter(s) Underwriter or underwriters of any such Underwritten Offering or Overnight Underwritten Offering, as the case may be, advises Parent the Company, and the Company advises the Selling Holders in writing, that the total amount number of Class A shares of Common Stock (or securities convertible into or exercisable or exchangeable for Common Stock) that the Selling Holders and any other Persons intend to include in such Underwritten Offering or Overnight Underwritten Offering exceeds the number that can be sold in such Underwritten Offering or Overnight Underwritten Offering without being likely to have a material adverse effect on the price, timing or distribution of the Class A Common Stock (or securities convertible into or exercisable or exchangeable for Common Stock) offered in such Underwritten Offering or Overnight Underwritten Offering, as the case may be, or the market for the Class A Common StockStock (or such other securities), then the Class A Common Stock (or securities convertible into or exercisable or exchangeable for Common Stock) to be included in such Underwritten Offering or Overnight Underwritten Offering shall include the number of shares of Class A Common Stock Registrable Securities that such Managing Underwriter(s) Underwriter or underwriters advise Parent the Company can be sold without having such adverse effect (such maximum number of shares of Class A Common Stock, the “Maximum Number of Securities”)effect, with such number to be allocated (i) first, to Parentthe Company, if the offering was initiated for and on behalf of the Company or, otherwise, such other Person as has requested such registration, filing or offering, as the case may be and (ii) second, pro rata among all Selling Holders and other holders of any other securities of Parent Common Stock having rights of registration on parity with the Registrable Securities (“Parity Holders”) who have requested participation in such Underwritten Offering or Overnight Underwritten Offering; provided, that, for the avoidance of doubt, in the event of an Underwritten Shelf Take-Down that was initiated for and on behalf of any initiating Holders pursuant to Section 2.1(d), the allocation shall be subject to the priority provisions in Section 2.1(d)(iv). The pro rata allocations for each such Selling Holder or Parity Holder shall be the product of (A) based on the percentage derived by dividing (1) the aggregate number of Registrable Securities and shares of Class A Common Stock (or other securities) that such proposed to be sold by all Selling Holder or such Holders and Parity Holder has requested be included Holders, respectively, participating in such the Underwritten Offering or Overnight Underwritten Offering (for the avoidance of doubt, after giving effect to the allocation pursuant to clauses (i) and (ii) of the preceding sentence) multiplied by (2B) the fraction derived by dividing (x) the number of Registrable Securities owned at such time by such Selling Holder by (y) the aggregate number of Registrable Securities and shares of Class A Common Stock (or other securities) that owned at such time by all Selling Holders and all Parity Holders have requested be included Holders, respectively, participating in such the Underwritten Offering or Overnight Underwritten Offering or (BOffering. All participating Selling Holders and Parity Holders shall have the opportunity to share pro rata that portion of such priority allocable to any Selling Holder(s) as otherwise agreed by such Selling Holder or Parity Holder, as applicableHolders to the extent not so participating.

Priority of Rights. In connection with If the Managing Underwriter or Underwriters of any proposed Underwritten Offering of Common Units included in an Underwritten Offering and Overnight Underwritten Offering contemplated by Section 2.02(a) and Section 2.02(b)involving Included Registrable Securities advises Eagle Rock, respectivelyor Eagle Rock reasonably determines, if the Managing Underwriter(s) of any such Underwritten Offering or Overnight Underwritten Offering, as the case may be, advises Parent that the total amount of Class A Common Stock Units that the Selling Holders and any other Persons intend to include in such Underwritten Offering or Overnight Underwritten Offering offering exceeds the number that can be sold in such Underwritten Offering or Overnight Underwritten Offering offering without being likely to have a material adverse effect on the price, timing or distribution of the Class A Common Stock Units offered in such Underwritten Offering or Overnight Underwritten Offering, as the case may be, or the market for the Class A Common StockUnits, then the Class A Common Stock Units to be included in such Underwritten Offering or Overnight Underwritten Offering shall include the number of shares of Class A Common Stock Registrable Securities that such Managing Underwriter(s) advise Parent Underwriter or Underwriters advises Eagle Rock, or Eagle Rock reasonably determines, can be sold without having such adverse effect (such maximum number of shares of Class A Common Stock, the “Maximum Number of Securities”)effect, with such number to be allocated (i) first, to ParentEagle Rock, (ii) second, pro rata among all to the Selling Holders and holders of any other securities of Parent having rights of registration on parity with the Registrable Securities (“Parity Holders”) March 2006 Units, pro rata, who have requested participation in such Underwritten Offering or Overnight Underwritten Offering, and (iii) third, to Affiliates of the general partner of Eagle Rock. The pro rata allocations for each such Selling Holder or Parity Holder shall be the product of (A) based on the percentage derived by dividing (1) the number of shares of Class A Common Stock (or other securities) that such Selling Holder or such Parity Holder has requested be included in such Underwritten Offering or Overnight Underwritten Offering by (2a) the aggregate number of shares of Class A Common Stock (or other securities) that Units proposed to be sold by all Selling Holders and all Parity Holders have requested be included in such Underwritten Offering or Overnight Underwritten Offering or multiplied by (Bb) as otherwise agreed the fraction derived by dividing (x) the number of Common Units owned on the Closing Date by such Selling Holder or Parity Holderby (y) the aggregate number of Common Units owned on the Closing Date by all Selling Holders participating in the Underwritten Offering. All participating Selling Holders shall have the opportunity to share pro rata that portion of such priority allocable to any Selling Holder(s) not so participating. As of the date of execution of this Agreement, there are no other Persons with Registration Rights relating to Common Units other than as applicabledescribed in this Section 2.02(b). Notwithstanding the foregoing, if any person exercised demand rights granted to such person by Eagle Rock and proposed to effect an Underwritten Offering of Common Units, then such person shall have first priority over any other holders proposing to include Common Units in such Underwritten Offering.

Priority of Rights. In connection with If the Managing Underwriter or Underwriters of any proposed Underwritten Offering of Common Units included in an Underwritten Offering and Overnight Underwritten Offering contemplated by Section 2.02(a) and Section 2.02(b), respectively, if the Managing Underwriter(s) of any such Underwritten Offering or Overnight Underwritten Offering, as the case may be, involving Included Registrable Securities advises Parent BreitBurn that the total amount of Class A Common Stock Units that the Selling Holders and any other Persons intend to include in such Underwritten Offering or Overnight Underwritten Offering offering exceeds the number that can be sold in such Underwritten Offering or Overnight Underwritten Offering offering without being likely to have a material adverse effect on the price, timing or distribution of the Class A Common Stock Units offered in such Underwritten Offering or Overnight Underwritten Offering, as the case may be, or the market for the Class A Common StockUnits, then the Class A Common Stock Units to be included in such Underwritten Offering or Overnight Underwritten Offering shall include the number of shares of Class A Common Stock Registrable Securities that such Managing Underwriter(s) advise Parent Underwriter or Underwriters advises BreitBurn can be sold without having such adverse effect (such maximum number of shares of Class A Common Stock, the “Maximum Number of Securities”)effect, with such number to be allocated (i) first, to ParentBreitBurn, and (ii) second, pro rata among all the Selling Holders party to this Agreement and holders of any other securities Persons who have been or are granted registration rights on or after the date of Parent having rights of registration on parity with this Agreement (including the Registrable Securities (General Partner, “Parity Other Holders”) who have requested participation in the Underwritten Offering, in each case, who have requested participation in such Underwritten Offering or Overnight Underwritten Offering. The pro rata allocations for each such Selling Holder or Parity Holder shall be the product of (A) based on the percentage derived by dividing (1) the number of shares of Class A Common Stock (or other securities) that such Selling Holder or such Parity Holder has requested be included in such Underwritten Offering or Overnight Underwritten Offering by (2a) the aggregate number of shares of Class A Common Stock (or other securities) that Units proposed to be sold by all Selling Holders and all Parity Other Holders have requested be included in such Underwritten Offering or Overnight Underwritten Offering or multiplied by (Bb) as otherwise agreed the fraction derived by dividing (x) the number of Common Units owned on the Registration Deadline by such Selling Holder or Parity HolderOther Holder by (y) the aggregate number of Common Units owned on the Registration Deadline by all Selling Holders and Other Holders participating in the Underwritten Offering. All participating Selling Holders shall have the opportunity to share pro rata that portion of such priority allocable to any Selling Holder(s) not so participating. As of the date of execution of this Agreement, there are no other Persons with Registration Rights relating to Common Units other than as applicabledescribed in this Section 2.2(b) and as set forth in the Partnership Agreement.

Priority of Rights. In connection with an Underwritten Offering and Overnight Underwritten Offering contemplated by Section 2.02(a) and Section 2.02(b), respectively, if the Managing Underwriter(s) Underwriter or Underwriters of any such Underwritten Offering or Overnight Underwritten Offering, as the case may be, advises Parent that the total amount of Class A Common Stock Units that the Selling Holders and any other Persons intend to include in such Underwritten Offering or Overnight Underwritten Offering exceeds the number that can be sold in such Underwritten Offering or Overnight Underwritten Offering without being likely to have a material adverse effect on the price, timing or distribution of the Class A Common Stock Units offered in such Underwritten Offering or Overnight Underwritten Offering, as the case may be, or the market for the Class A Common StockUnits, then the Class A Parent Common Stock Units to be included in such Underwritten Offering or Overnight Underwritten Offering shall include the number of shares of Class A Parent Common Stock Units that such Managing Underwriter(s) advise Underwriter or Underwriters advises Parent can be sold without having such adverse effect (such maximum number of shares of Class A Common Stock, the “Maximum Number of Securities”)effect, with such number to be allocated (i) first, to Parent, and (ii) second, pro rata among all Selling Holders and holders of any other securities of Parent having rights of registration on parity with the Registrable Securities (“Parity Holders”) who have requested participation in such Underwritten Offering or Overnight Underwritten Offering. The pro rata allocations for each such Selling Holder or Parity Holder shall be the product of (A) based on the percentage derived by dividing (1) the aggregate number of shares of Class A Common Stock (or other securities) that such Registrable Securities proposed to be sold by all Selling Holder or such Holders and Parity Holder has requested be included Holders participating in such the Underwritten Offering or Overnight Underwritten Offering (for the avoidance of doubt, after giving effect to the allocation to Parent pursuant to clause (i) of the preceding sentence) multiplied by (2B) the fraction derived by dividing (x) the number of Parent Common Units owned at such time by such Selling Holder by (y) the aggregate number of shares of Class A Common Stock (or other securities) that Units owned at such time by all Selling Holders and all Parity Holders have requested be included participating in such the Underwritten Offering or Overnight Underwritten Offering or (BOffering. All participating Selling Holders and Parity Holders shall have the opportunity to share pro rata that portion of such priority allocable to any Selling Holder(s) as otherwise agreed by such Selling Holder or Parity Holder, as applicableHolders to the extent not so participating.

Priority of Rights. In connection with If the Managing Underwriter or Underwriters of any proposed Underwritten Offering of Common Units included in an Underwritten Offering and Overnight Underwritten Offering contemplated by Section 2.02(a) and Section 2.02(b)involving Included Registrable Securities advises Eagle Rock, respectivelyor Eagle Rock reasonably determines, if the Managing Underwriter(s) of any such Underwritten Offering or Overnight Underwritten Offering, as the case may be, advises Parent that the total amount of Class A Common Stock Units that the Selling Holders and any other Persons intend to include in such Underwritten Offering or Overnight Underwritten Offering offering exceeds the number that can be sold in such Underwritten Offering or Overnight Underwritten Offering offering without being likely to have a material adverse effect on the price, timing or distribution of the Class A Common Stock Units offered in such Underwritten Offering or Overnight Underwritten Offering, as the case may be, or the market for the Class A Common StockUnits, then the Class A Common Stock Units to be included in such Underwritten Offering or Overnight Underwritten Offering shall include the number of shares of Class A Common Stock Registrable Securities that such Managing Underwriter(s) advise Parent Underwriter or Underwriters advises Eagle Rock, or Eagle Rock reasonably determines, can be sold without having such adverse effect (such maximum number of shares of Class A Common Stock, the “Maximum Number of Securities”)effect, with such number to be allocated (i) first, to ParentEagle Rock, (ii) second, to the Selling Holders, the March 2006 Units and the May 2007 Units, pro rata among all Selling Holders and holders of any other securities of Parent having rights of registration on parity with the Registrable Securities (“Parity Holders”) rata, who have requested participation in such Underwritten Offering or Overnight Underwritten Offering, and (iii) third, to Affiliates of the general partner of Eagle Rock. The pro rata allocations for each such Selling Holder or Parity Holder shall be the product of (A) based on the percentage derived by dividing (1) the number of shares of Class A Common Stock (or other securities) that such Selling Holder or such Parity Holder has requested be included in such Underwritten Offering or Overnight Underwritten Offering by (2a) the aggregate number of shares of Class A Common Stock (or other securities) that Units proposed to be sold by all Selling Holders and all Parity Holders have requested be included in such Underwritten Offering or Overnight Underwritten Offering or multiplied by (Bb) as otherwise agreed the fraction derived by dividing (x) the number of Common Units owned on the Closing Date by such Selling Holder or Parity Holderby (y) the aggregate number of Common Units owned on the Closing Date by all Selling Holders participating in the Underwritten Offering. All participating Selling Holders shall have the opportunity to share pro rata that portion of such priority allocable to any Selling Holder(s) not so participating. As of the date of execution of this Agreement, there are no other Persons with Registration Rights relating to Common Units other than as applicabledescribed in this Section 2.02(b). Notwithstanding the foregoing, if any person exercised demand rights granted to such person by Eagle Rock and proposed to effect an Underwritten Offering of Common Units, then such person shall have first priority over any other holders proposing to include Common Units in such Underwritten Offering.

Priority of Rights. In connection with an Underwritten Offering and Overnight Underwritten Offering contemplated by Section 2.02(a) and Section 2.02(b), respectively, if the Managing Underwriter(s) Underwriter or Underwriters of any such Underwritten Offering or Overnight Underwritten Offering, as the case may be, advises Parent the Company that the total amount of Class A Common Stock that the Selling Holders and any other Persons intend to include in such Underwritten Offering or Overnight Underwritten Offering exceeds the number that can be sold in such Underwritten Offering or Overnight Underwritten Offering without being likely to have a material adverse effect on the price, timing or distribution of the Class A Common Stock offered in such Underwritten Offering or Overnight Underwritten Offering, as the case may be, or the market for the Class A Common Stock, then the Class A Common Stock to be included in such Underwritten Offering or Overnight Underwritten Offering shall include the number of shares of Class A Common Stock that such Managing Underwriter(s) advise Parent Underwriter or Underwriters advises the Company can be sold without having such adverse effect (such maximum number of shares of Class A Common Stock, the “Maximum Number of Securities”), with such number to be allocated (i) if the Underwritten Offering or Overnight Underwritten Offering is for the sale by the Company of Class A Common Stock for its own account (subject to clause (ii) below and Section 2.03), (A) first, to Parentthe Company, and (iiB) second, pro rata among all the Existing Registration Rights Holders, the Selling Holders and any other holders of any other securities of Parent the Company having rights of registration on parity with the Registrable Securities (“Parity Holders”) who have requested participation in such Underwritten Offering or Overnight Underwritten Offering. The pro rata allocations for each such Selling Holder or Parity Holder shall be (A) , based on the percentage derived by dividing (1) the respective number of shares of Class A Common Stock (or other securities) that such Selling Holder or such Parity Holder has Registrable Securities requested to be included in such Underwritten Offering or Overnight Underwritten Offering by each such holder and (2ii) in the aggregate number case of shares the sale of Class A Common Stock in an Underwritten Offering or Underwritten Overnight Offering initiated by any Existing Registration Rights Holder pursuant to Section 2.03 of the Existing Registration Rights Agreement, (or other securitiesA) that all first, to Existing Registration Rights Holders, allocated among such holders as provided in the Existing Registration Rights Agreement, and (B) second, to the Selling Holders and all any Parity Holders have Holders, pro rata based on the respective number of Registrable Securities requested to be included in such Underwritten Offering or Overnight Underwritten Offering or (B) as otherwise agreed by each such Selling Holder or Parity Holder, as applicableholder.

Priority of Rights. In connection with an Underwritten Offering and Overnight Underwritten Offering contemplated by Section 2.02(a2.2(a) and Section 2.02(b2.2(b), respectively, if the Managing Underwriter(s) Underwriter or Underwriters of any such Underwritten Offering or Overnight Underwritten Offering, as the case may be, advises Parent the Company, and the Company advises the Selling Holders in writing, that the total amount of Class A Common Stock that the Selling Holders and any other Persons intend to include in such Underwritten Offering or Overnight Underwritten Offering exceeds the number that can be sold in such Underwritten Offering or Overnight Underwritten Offering without being likely to have a material an adverse effect on the price, timing or distribution of the Class A Common Stock offered in such Underwritten Offering or Overnight Underwritten Offering, as the case may be, or the market for the Class A Common Stock, then the Class A Common Stock to be included in such Underwritten Offering or Overnight Underwritten Offering shall include the number of shares of Class A Common Stock Registrable Securities that such Managing Underwriter(s) advise Parent Underwriter or Underwriters advises the Company can be sold without having such adverse effect (such maximum number of shares of Class A Common Stock, the “Maximum Number of Securities”)effect, with such number to be allocated (i) first, to Parentthe Company or such other Person as has requested such registration, filing or offering, as the case may be, and (ii) second, pro rata among all Selling Holders and other holders of any other securities shares of Parent Common Stock having rights of registration on parity with the Registrable Securities (“Parity Holders”) who have requested participation in such Underwritten Offering or Overnight Underwritten Offering. The pro rata allocations for each such Selling Holder or Parity Holder shall be the product of (A) based on the percentage derived by dividing (1) the aggregate number of Registrable Securities and shares of Class A Common Stock (or other securities) that such proposed to be sold by all Selling Holder or such Holders and Parity Holder has requested be included Holders, respectively, participating in such the Underwritten Offering or Overnight Underwritten Offering (for the avoidance of doubt, after giving effect to the allocation to the Company pursuant to clause (i) of the preceding sentence) multiplied by (2B) the fraction derived by dividing (x) the number of Registrable Securities owned at such time by such Selling Holder by (y) the aggregate number of Registrable Securities and shares of Class A Common Stock (or other securities) that owned at such time by all Selling Holders and all Parity Holders have requested be included Holders, respectively, participating in such the Underwritten Offering or Overnight Underwritten Offering or (B) as otherwise agreed by such Selling Holder or Parity Holder, as applicableOffering.

Priority of Rights. In connection with If the Managing Underwriter or Underwriters of any proposed Underwritten Offering of Units included in an Underwritten Offering and Overnight Underwritten Offering contemplated by Section 2.02(a) and Section 2.02(b)involving Included Registrable Securities advises Linn Energy, respectivelyor Linn Energy reasonably determines, if the Managing Underwriter(s) of any such Underwritten Offering or Overnight Underwritten Offering, as the case may be, advises Parent that the total amount of Class A Common Stock Units that the Selling Holders and any other Persons intend to include in such Underwritten Offering or Overnight Underwritten Offering offering exceeds the number that can be sold in such Underwritten Offering or Overnight Underwritten Offering offering without being likely to have a material adverse effect on the price, timing or distribution of the Class A Common Stock Units offered in such Underwritten Offering or Overnight Underwritten Offering, as the case may be, or the market for the Class A Common StockUnits, then the Class A Common Stock Units to be included in such Underwritten Offering or Overnight Underwritten Offering shall include the number of shares of Class A Common Stock Registrable Securities that such Managing Underwriter(s) advise Parent Underwriter or Underwriters advises Linn Energy, or Linn Energy reasonably determines, can be sold without having such adverse effect (such maximum number of shares of Class A Common Stock, the “Maximum Number of Securities”)effect, with such number to be allocated (i) first, to ParentLinn Energy, and (ii) second, pro rata among all (A) Quantum Energy Partners II, LP, a Delaware limited partnership, Cxxxx Partners I, L.P., a New York limited partnership, Kings Highway Investment, LLC, a Connecticut limited liability company and Wauwinet Energy Partners, LLC, a Delaware limited liability company (collectively, the “Partners”), (B) the Class B holders and the Class C Holders and (C) the Selling Holders and holders of any other securities of Parent having rights of registration on parity with the Registrable Securities (“Parity Holders”) who have requested participation in such Underwritten Offering or Overnight Underwritten Offering. The pro rata allocations for each such Partner, the Class B Holders, the Class C Holders and each such Selling Holder or Parity Holder shall be the product of (A) based on the percentage derived by dividing (1) the number of shares of Class A Common Stock (or other securities) that such Selling Holder or such Parity Holder has requested be included in such Underwritten Offering or Overnight Underwritten Offering by (2a) the aggregate number of shares of Units proposed to be sold by all Partners, Class A Common Stock (or other securities) that all B Holders, Class C Holders and Selling Holders and all Parity Holders have requested be included in such Underwritten Offering or Overnight Underwritten Offering or multiplied by (Bb) as otherwise agreed the fraction derived by dividing (x) the number of Units owned on the Closing Date by such Partner, Class B Holder, Class C Holder or Selling Holder or Parity Holderby (y) the aggregate number of Units owned on the Closing Date by all Partners, Class B Holders, Class C Holders and Selling Holders participating in the Underwritten Offering. All participating Selling Holders shall have the opportunity to share pro rata that portion of such priority allocable to any Selling Holder(s) not so participating. Except for the Partners, the Class B Holders, the Class C Holders and certain members of Linn Energy’s management team, as applicableof the date of execution of this Agreement, there are no other Persons with Registration Rights relating to Units other than as described in this Section 2.02(b).

Priority of Rights. In connection with an Underwritten Offering and Overnight Underwritten Offering contemplated by Section 2.02(a2.2(a) and Section 2.02(b2.2(b), respectively, if the Managing Underwriter(s) Underwriter or underwriters of any such Underwritten Offering or Overnight Underwritten Offering, as the case may be, advises Parent the Company, and the Company advises the Selling Holders in writing, that the total amount number of Class A Common Stock shares of Listed Shares (or securities convertible into or exercisable or exchangeable for Listed Shares) that the Selling Holders and any other Persons intend to include in such Underwritten Offering or Overnight Underwritten Offering exceeds the number that can be sold in such Underwritten Offering or Overnight Underwritten Offering without being likely to have a material adverse effect on the price, timing or distribution of the Class A Common Stock Listed Shares (or securities convertible into or exercisable or exchangeable for Listed Shares) offered in such Underwritten Offering or Overnight Underwritten Offering, as the case may be, or the market for the Class A Common StockListed Shares (or such other securities), then the Class A Common Stock Listed Shares (or securities convertible into or exercisable or exchangeable for Listed Shares) to be included in such Underwritten Offering or Overnight Underwritten Offering shall include the number of shares of Class A Common Stock Registrable Securities that such Managing Underwriter(s) Underwriter or underwriters advise Parent the Company can be sold without having such adverse effect (such maximum number of shares of Class A Common Stock, the “Maximum Number of Securities”)effect, with such number to be allocated (i) first, to Parentthe Company, if the offering was initiated for and on behalf of the Company or, otherwise, such other Person as has requested such registration, filing or offering, as the case may be and (ii) second, pro rata among all Selling Holders and other holders of any other securities of Parent Listed Shares having rights of registration on parity with the Registrable Securities (“Parity Holders”) who have requested participation in such Underwritten Offering or Overnight Underwritten Offering; provided, that, for the avoidance of doubt, in the event of an Underwritten Shelf Take-Down that was initiated for and on behalf of any initiating Holders pursuant to Section 2.1(d), the allocation shall be subject to the priority provisions in Section 2.1(d)(iv). The pro rata allocations for each such Selling Holder or Parity Holder shall be the product of (A) based on the percentage derived by dividing (1) the aggregate number of shares of Class A Common Stock (or other securities) that such Registrable Securities and Listed Shares proposed to be sold by all Selling Holder or such Holders and Parity Holder has requested be included Holders, respectively, participating in such the Underwritten Offering or Overnight Underwritten Offering (for the avoidance of doubt, after giving effect to the allocation pursuant to clauses (i) and (ii) of the preceding sentence) multiplied by (2B) the fraction derived by dividing (x) the number of Registrable Securities owned at such time by such Selling Holder by (y) the aggregate number of shares of Class A Common Stock (or other securities) that Registrable Securities and Listed Shares owned at such time by all Selling Holders and all Parity Holders have requested be included Holders, respectively, participating in such the Underwritten Offering or Overnight Underwritten Offering or (BOffering. All participating Selling Holders and Parity Holders shall have the opportunity to share pro rata that portion of such priority allocable to any Selling Holder(s) as otherwise agreed by such Selling Holder or Parity Holder, as applicableHolders to the extent not so participating.

Priority of Rights. In connection with an Underwritten Offering and Overnight Underwritten Offering contemplated by Section 2.02(a) and Section 2.02(b), respectively, if the Managing Underwriter(s) Underwriter or Underwriters of any such Underwritten Offering or Overnight Underwritten Offering, as the case may be, advises Parent the Partnership, and the Partnership advises the Selling Holders in writing, that the total amount of Class A Common Stock Units that the Selling Holders and any other Persons intend to include in such Underwritten Offering or Overnight Underwritten Offering exceeds the number that can be sold in such Underwritten Offering or Overnight Underwritten Offering without being likely to have a material adverse effect on the price, timing or distribution of the Class A Common Stock Units offered in such Underwritten Offering or Overnight Underwritten Offering, as the case may be, or the market for the Class A Common StockUnits, then the Class A Common Stock Units to be included in such Underwritten Offering or Overnight Underwritten Offering shall include the number of shares of Class A the Common Stock Unit Registrable Securities that such Managing Underwriter(s) advise Parent Underwriter or Underwriters advises the Partnership can be sold without having such adverse effect (such maximum number of shares of Class A Common Stock, the “Maximum Number of Securities”)effect, with such number to be allocated (i) first, to Parentthe Partnership, and (ii) second, pro rata among all Selling Holders and holders of any other securities of Parent the Partnership having rights of registration on parity with the Registrable Securities (“Parity Holders”) who have requested participation in such Underwritten Offering or Overnight Underwritten Offering. The pro rata allocations for each such Selling Holder or Parity Holder shall be the product of (A) based on the percentage derived by dividing (1) the aggregate number of shares of Class A Common Stock (or other securities) that such Registrable Securities proposed to be sold by all Selling Holder or such Holders and Parity Holder has requested be included Holders participating in such the Underwritten Offering or Overnight Underwritten Offering (for the avoidance of doubt, after giving effect to the allocation to the Partnership pursuant to clause (i) of the preceding sentence) multiplied by (2B) the fraction derived by dividing (x) the number of the Common Unit Registrable Securities owned at such time by such Selling Holder by (y) the aggregate number of shares of Class A Common Stock (or other securities) that Unit Registrable Securities owned at such time by all Selling Holders and all Parity Holders have requested be included participating in such the Underwritten Offering or Overnight Underwritten Offering or (BOffering. All participating Selling Holders and Parity Holders shall have the opportunity to share pro rata that portion of such priority allocable to any Selling Holder(s) as otherwise agreed by such Selling Holder or Parity Holder, as applicableHolders to the extent not so participating.

Priority of Rights. In connection with an Underwritten Offering and Overnight Underwritten Offering contemplated by Section 2.02(a) and Section 2.02(b), respectivelyNotwithstanding any other provision of this Agreement, if the Managing Underwriter(smanaging underwriter(s) determine(s) in good faith that marketing factors require a limitation on the number of any such Underwritten Offering or Overnight Shares to be included, then the managing underwriter(s) may exclude Shares (including Registrable Shares) from the Registration Statement and Underwritten Offering, as the case may be, advises Parent that the total amount of Class A Common Stock that the Selling Holders and any other Persons intend to include in such Underwritten Offering or Overnight Underwritten Offering exceeds the number that can be sold in such Underwritten Offering or Overnight Underwritten Offering without being likely to have a material adverse effect on the price, timing or distribution of the Class A Common Stock offered in such Underwritten Offering or Overnight Underwritten Offering, as the case may be, or the market for the Class A Common Stock, then the Class A Common Stock to be Shares included in such Underwritten Offering or Overnight Registration Statement and Underwritten Offering shall include the number of shares of Class A Common Stock that such Managing Underwriter(s) advise Parent can be sold without having such adverse effect (such maximum number of shares of Class A Common Stock, the “Maximum Number of Securities”), with such number to be allocated (i) in the case of the IPO Registration Statement, first, to Parentthe Company and second, to each of the Holders requesting inclusion of their Registrable Shares in such IPO Registration Statement on a pro rata basis based on the total number of Registrable Shares then held by each such Holder who is requesting inclusion and (ii) in the case of a Shelf Registration Statement pursuant to Section 2(a) hereof, first, to each of the Holders requesting inclusion of their Registrable Shares in such Shelf Registration Statement on a pro rata basis based on the total number of Registrable Shares then held by each such Holder who is requesting inclusion, and second, pro rata among to any Prior Holders requesting inclusion of their shares in such Shelf Registration Statement; provided, however, that the number of Registrable Shares to be included in the Registration Statement shall not be reduced unless all Selling Holders and holders of any other securities of Parent having the Company held by (i) officers, directors, other employees of the Company and consultants, in the case of the IPO Registration Statement, and (ii) other holders of the Company’s capital stock with registration rights that are inferior (with respect to such reduction) to the registration rights of registration on parity with the Holders set forth herein, in the case of the IPO Registration Statement and the Shelf Registration Statement pursuant to Section 2(a) hereof, are first entirely excluded from the underwriting and registration; provided, further, however, that Holders of Registrable Shares shall be permitted to include Registrable Shares comprising at least 25% of the total securities included in the Underwritten Offering proposed under the IPO Registration Statement. By electing to include the Registrable Shares in the IPO Registration Statement, the Holder of such Registrable Shares shall be deemed to have agreed not to effect any public sale or distribution of securities of the Company of the same or similar class or classes of the securities included in the IPO Registration Statement or any securities convertible into or exchangeable or exercisable for such securities, including a sale pursuant to Rule 144 or Rule 144A under the Securities Act, during such periods as reasonably requested (“Parity Holders”but in no event for a period longer than 30 days prior to and 180 days following the effective date of the IPO Registration Statement) who have requested participation in such Underwritten Offering or Overnight by the representatives of the underwriters, if an Underwritten Offering, or by the Company in any other registration. The pro rata allocations for each If any Holder disapproves of the terms of any such Selling underwriting, such Holder or Parity Holder shall be may elect to withdraw therefrom by written notice to the Company and the managing underwriter(s), delivered by the later of (Ai) based on the percentage derived by dividing (1) the number of shares of Class A Common Stock (or other securities) that such Selling Holder or such Parity Holder has requested be included in such Underwritten Offering or Overnight Underwritten Offering by two (2) Business Days after the aggregate number IPO price range is communicated by the Company to such Holder and (ii) ten (10) Business Days prior to the effective date of shares of Class A Common Stock (the IPO Registration Statement. Any Registrable Shares excluded or other securities) that all Selling Holders withdrawn from such underwriting shall be excluded and all Parity Holders have requested be included in such Underwritten Offering or Overnight Underwritten Offering or (B) as otherwise agreed by such Selling Holder or Parity Holder, as applicablewithdrawn from the registration.

Priority of Rights. In connection with an Underwritten Offering and or Overnight Underwritten Offering contemplated by Section 2.02(a) and Section 2.02(b), respectively, if the Managing Underwriter(s) of any such Underwritten Offering or Overnight Underwritten Offering, as the case may be, advises Parent that the total amount of Class A Common Stock that the Selling Holders and any other Persons intend to include in such Underwritten Offering or Overnight Underwritten Offering exceeds the number that can be sold in such Underwritten Offering or Overnight Underwritten Offering without being likely to have a material adverse effect on the price, timing or distribution of the Class A Common Stock offered in such Underwritten Offering or Overnight Underwritten Offering, as the case may be, or the market for the Class A Common Stock, then the Class A Common Stock to be included in such Underwritten Offering or Overnight Underwritten Offering shall include the number of shares of Class A Common Stock that such Managing Underwriter(s) advise Parent can be sold without having such adverse effect (such maximum number of shares of Class A Common Stock, the “Maximum Number of Securities”), with such number to be allocated (i) first, to Parent, (ii) second, pro rata among all Selling Holders and holders of any other securities of Parent having rights of registration on parity with the Registrable Securities (“Parity Holders”) who have requested participation in such Underwritten Offering or Overnight Underwritten Offering. The pro rata allocations for each such Selling Holder or Parity Holder shall be (A) based on the percentage derived by dividing (1) the number of shares of Class A Common Stock (or other securities) that such Selling Holder or such Parity Holder has requested be included in such Underwritten Offering or Overnight Underwritten Offering by (2) the aggregate number of shares of Class A Common Stock (or other securities) that all Selling Holders and all Parity Holders have requested be included in such Underwritten Offering or Overnight Underwritten Offering or (B) as otherwise agreed by such Selling Holder or Parity Holder, as applicable.

Priority of Rights. In connection with an Underwritten Offering and Overnight Underwritten Offering contemplated by Section 2.02(a) and Section 2.02(b), respectively, if the Managing Underwriter(s) Underwriter or Underwriters of any such Underwritten Offering or Overnight Underwritten Offering, as the case may be, advises Parent that the total amount of Class A Common Stock that the Selling Holders and any other Persons intend to include in such Underwritten Offering or Overnight Underwritten Offering exceeds the number that can be sold in such Underwritten Offering or Overnight Underwritten Offering without being likely to have a material adverse effect on the price, timing or distribution of the Class A Common Stock offered in such Underwritten Offering or Overnight Underwritten Offering, as the case may be, or the market for the Class A Common Stock, then the Class A Common Stock to be included in such Underwritten Offering or Overnight Underwritten Offering shall include the number of shares of Class A Common Stock that such Managing Underwriter(s) advise Underwriter or Underwriters advises Parent can be sold without having such adverse effect (such maximum number of shares of Class A Common Stock, the “Maximum Number of Securities”), with such number to be allocated (i) first, to Parent, (ii) second, pro rata among all Selling Holders and holders of any other securities of Parent having rights of registration on parity with the Registrable Securities (“Parity Holders”) who have requested participation in such Underwritten Offering or Overnight Underwritten Offering. The pro rata allocations for each such Selling Holder or Parity Holder shall be (A) based on the percentage derived by dividing (1) the respective number of shares of Class A Common Stock (or other securities) Registrable Securities that such each Selling Holder or such Parity Holder has requested be included in such Underwritten Offering or Overnight Underwritten Offering by (2) and the aggregate number of shares of Class A Common Stock (or other securities) Registrable Securities that all the Selling Holders and all Parity Holders have requested be included in such Underwritten Offering or Overnight Underwritten Offering or (B) as otherwise agreed by such Selling Holder or Parity Holder, as applicableOffering.

Priority of Rights. In connection with an Underwritten Offering and Overnight Underwritten Offering contemplated by Section 2.02(a) and Section 2.02(b), respectivelyNotwithstanding any other provision of this Agreement, if the Managing Underwriter(smanaging underwriter(s) determine(s) in good faith that marketing factors require a limitation on the number of Shares to be included, then the managing underwriter(s) may exclude Shares (including Registrable Shares) from the IPO registration Statement, and any Shares included in such IPO Registration Statement and Underwritten Offering shall be allocated as follows: first, to the Company, second, to each of the holders of Prior 144A Registrable Shares pursuant to the Prior 144A Registration Rights Agreement, on a pro rata basis based on the total number of Prior 144A Registrable Shares then held by each such holder who is requesting inclusion, third, to Shell, as a Holder of Registrable Shares, based on the total number of Registrable Shares then held by Shell, and fourth, to each of the other Holders requesting inclusion of their Registrable Shares then held by each such Holder in such IPO Registration Statement on a pro rata basis based on the total number of Registrable Shares then held by each such Holder who is requesting inclusion. By electing to include the Registrable Shares in the IPO Registration Statement, the Holder of such Registrable Shares shall be deemed to have agreed not to effect any public sale or distribution of securities of the Company of the same or similar class or classes of the securities included in the IPO Registration Statement or any securities convertible into or exchangeable or exercisable for such securities, including a sale pursuant to Rule 144 or Rule 144A under the Securities Act, during such periods as reasonably requested (but in no event for a period longer than 30 days prior to and 180 days following the effective date of the IPO Registration Statement) by the representatives of the underwriters, if an Underwritten Offering, or by the Company in any other registration. If any Holder disapproves of the terms of any such Underwritten Offering or Overnight Underwritten Offeringunderwriting, as such Holder may elect to withdraw therefrom by written notice to the case may be, advises Parent that Company and the total amount of Class A Common Stock that the Selling Holders and any other Persons intend to include in such Underwritten Offering or Overnight Underwritten Offering exceeds the number that can be sold in such Underwritten Offering or Overnight Underwritten Offering without being likely to have a material adverse effect on the price, timing or distribution of the Class A Common Stock offered in such Underwritten Offering or Overnight Underwritten Offering, as the case may be, or the market for the Class A Common Stock, then the Class A Common Stock to be included in such Underwritten Offering or Overnight Underwritten Offering shall include the number of shares of Class A Common Stock that such Managing Underwriter(s) advise Parent can be sold without having such adverse effect (such maximum number of shares of Class A Common Stock, the “Maximum Number of Securities”managing underwriter(s), with such number to be allocated delivered by the later of (i) first, two (2) Business Days after the IPO price range is communicated by the Company to Parent, such Holder and (ii) second, pro rata among all Selling Holders and holders ten (10) Business Days prior to the effective date of any other securities of Parent having rights of registration on parity with the IPO Registration Statement. Any Registrable Securities (“Parity Holders”) who have requested participation in Shares excluded or withdrawn from such Underwritten Offering or Overnight Underwritten Offering. The pro rata allocations for each such Selling Holder or Parity Holder underwriting shall be (A) based on excluded and withdrawn from the percentage derived by dividing (1) the number of shares of Class A Common Stock (or other securities) that such Selling Holder or such Parity Holder has requested be included in such Underwritten Offering or Overnight Underwritten Offering by (2) the aggregate number of shares of Class A Common Stock (or other securities) that all Selling Holders and all Parity Holders have requested be included in such Underwritten Offering or Overnight Underwritten Offering or (B) as otherwise agreed by such Selling Holder or Parity Holder, as applicableregistration.

Priority of Rights. In connection with an Underwritten Offering and Overnight Underwritten Offering contemplated by Section 2.02(a) and Section 2.02(b), respectively, if the Managing Underwriter(s) of any such Underwritten Offering or Overnight Underwritten Offering, as the case may be, advises Parent that the total amount of Class A Common Stock that the Selling Holders and any other Persons intend to include in such Underwritten Offering or Overnight Underwritten Offering exceeds the number that can be sold in such Underwritten Offering or Overnight Underwritten Offering without being likely to have without, in the opinion of the Managing Underwriter(s), having a material adverse effect on the price, timing or distribution of the Class A Common Stock offered in such Underwritten Offering or Overnight Underwritten Offering, as the case may be, or the market for the Class A Common Stock, then the Class A Common Stock to be included in such Underwritten Offering or Overnight Underwritten Offering shall include the number of shares of Class A Common Stock that such Managing Underwriter(s) advise Parent can be sold without having such adverse effect (such maximum number of shares of Class A Common Stock, the “Maximum Number of Securities”), with such number to be allocated (i) first, to Parent, Parent and (ii) second, pro rata among all Selling Holders and holders of any other securities of Parent having rights of registration on parity with the Registrable Securities (“Parity Holders”) who have requested participation in such Underwritten Offering or Overnight Underwritten Offering. The pro rata allocations for each such Selling Holder or Parity Holder shall be (A) based on the percentage derived by dividing (1) the number of shares of Class A Common Stock (or other securities) that such Selling Holder or such Parity Holder has requested be included in such Underwritten Offering or Overnight Underwritten Offering by (2) the aggregate number of shares of Class A Common Stock (or other securities) that all Selling Holders and all Parity Holders have requested be included in such Underwritten Offering or Overnight Underwritten Offering or (B) as otherwise agreed by such Selling Holder or Parity Holder, as applicable.

Priority of Rights. In connection with an Underwritten Offering and Overnight Underwritten Offering contemplated by Section 2.02(a2.2(a) and Section 2.02(b2.2(b), respectively, if the Managing Underwriter(s) Underwriter or Underwriters of any such Underwritten Offering or Overnight Underwritten Offering, as the case may be, advises Parent the Company, and the Company advises the Selling Holders in writing, that the total amount of Class A Common Stock that the Selling Holders and any other Persons intend to include in such Underwritten Offering or Overnight Underwritten Offering exceeds the number that can be sold in such Underwritten Offering or Overnight Underwritten Offering without being likely to have a material adverse effect on the price, timing or distribution of the Class A Common Stock offered in such Underwritten Offering or Overnight Underwritten Offering, as the case may be, or the market for the Class A Common Stock, then the Class A Common Stock to be included in such Underwritten Offering or Overnight Underwritten Offering shall include the number of shares of Class A Common Stock Registrable Securities that such Managing Underwriter(s) advise Parent Underwriter or Underwriters advises the Company can be sold without having such adverse effect (such maximum number of shares of Class A Common Stock, the “Maximum Number of Securities”)effect, with such number to be allocated (i) first, to Parentthe Company or such other Person as has requested such registration, filing or offering, as the case may be, and (ii) second, pro rata among all Selling Holders and other holders of any other securities shares of Parent Common Stock having rights of registration on parity with the Registrable Securities (“Parity Holders”) who have requested participation in such Underwritten Offering or Overnight Underwritten Offering. The pro rata allocations for each such Selling Holder or Parity Holder shall be the product of (A) based on the percentage derived by dividing (1) the aggregate number of Registrable Securities and shares of Class A Common Stock (or other securities) that such proposed to be sold by all Selling Holder or such Holders and Parity Holder has requested be included Holders, respectively, participating in such the Underwritten Offering or Overnight Underwritten Offering (for the avoidance of doubt, after giving effect to the allocation to the Company pursuant to clause (i) of the preceding sentence) multiplied by (2B) the fraction derived by dividing (x) the number of Registrable Securities owned at such time by such Selling Holder by (y) the aggregate number of Registrable Securities and shares of Class A Common Stock (or other securities) that owned at such time by all Selling Holders and all Parity Holders have requested be included Holders, respectively, participating in such the Underwritten Offering or Overnight Underwritten Offering or (B) as otherwise agreed by such Selling Holder or Parity Holder, as applicableOffering.

Priority of Rights. In connection with an Underwritten Offering and Overnight Underwritten Offering contemplated by Section 2.02(a) and Section 2.02(b), respectively, if the Managing Underwriter(s) of any such Underwritten Offering or Overnight Underwritten Offering, as the case may be, advises Parent Company that the total amount of Class A Common Stock that the Selling Holders and any other Persons intend to include in such Underwritten Offering or Overnight Underwritten Offering exceeds the number that can be sold in such Underwritten Offering or Overnight Underwritten Offering without being likely to have a material adverse effect on the price, timing or distribution of the Class A Common Stock offered in such Underwritten Offering or Overnight Underwritten Offering, as the case may be, or the market for the Class A Common Stock, then the Class A Common Stock to be included in such Underwritten Offering or Overnight Underwritten Offering shall include the number of shares of Class A Common Stock that such Managing Underwriter(s) advise Parent Company can be sold without having such adverse effect (such maximum number of shares of Class A Common Stock, the “Maximum Number of Securities”), with such number to be allocated (i) in the case of an Underwritten Offering or Overnight Underwritten Offering initiated by a Person other than the Company, (A) first, to Parentthe Person initiating such Underwritten Offering or Overnight Underwritten Offering, (iiB) second, pro rata among all Selling Holders and holders of any other securities of Parent Company having rights of registration on parity with the Registrable Securities (“Parity Holders”) who have requested participation in such Underwritten Offering or Overnight Underwritten Offering and (C) third, to the Company and (ii) in the case of an Underwritten Offering or Overnight Underwritten Offering initiated by the Company, (A) first to the Company and (B) second, pro rata among all Selling Holders and Parity Holders who have requested participation in such Underwritten Offering or Overnight Underwritten Offering. The pro rata allocations for each such Selling Holder or Parity Holder shall be (A) based on the percentage derived by dividing (1) the number of shares of Class A Common Stock (or other securities) that such Selling Holder or such Parity Holder has requested be included in such Underwritten Offering or Overnight Underwritten Offering by (2) the aggregate number of shares of Class A Common Stock (or other securities) that all Selling Holders and all Parity Holders have requested be included in such Underwritten Offering or Overnight Underwritten Offering or (B) as otherwise agreed by such Selling Holder or Parity Holder, as applicable.

Priority of Rights. In connection with If the Managing Underwriter or Underwriters of any proposed Underwritten Offering of Common Units included in an Underwritten Offering and Overnight Underwritten Offering contemplated by Section 2.02(a) and Section 2.02(b), respectively, if the Managing Underwriter(s) of any such Underwritten Offering or Overnight Underwritten Offering, as the case may be, involving Included Registrable Securities advises Parent BreitBurn that the total amount of Class A Common Stock Units that the Selling Holders and any other Persons intend to include in such Underwritten Offering or Overnight Underwritten Offering offering exceeds the number that can be sold in such Underwritten Offering or Overnight Underwritten Offering offering without being likely to have a material adverse effect on the price, timing or distribution of the Class A Common Stock Units offered in such Underwritten Offering or Overnight Underwritten Offering, as the case may be, or the market for the Class A Common StockUnits, then the Class A Common Stock Units to be included in such Underwritten Offering or Overnight Underwritten Offering shall include the number of shares of Class A Common Stock Registrable Securities that such Managing Underwriter(s) advise Parent Underwriter or Underwriters advises BreitBurn can be sold without having such adverse effect (such maximum number of shares of Class A Common Stock, the “Maximum Number of Securities”)effect, with such number to be allocated (i) first, to ParentBreitBurn, (ii) second, to the General Partner and its Affiliates to the extent they have been granted registration rights pursuant to the Partnership Agreement, and (iii) third, pro rata among all the Selling Holders party to this Agreement and holders of any other securities of Parent having rights of Persons who have been or are granted registration on parity with the Registrable Securities (rights, “Parity Other Holders”) ), in each case, who have requested participation in such Underwritten Offering or Overnight Underwritten Offering. The pro rata allocations for each such Selling Holder or Parity Holder shall be the product of (A) based on the percentage derived by dividing (1) the number of shares of Class A Common Stock (or other securities) that such Selling Holder or such Parity Holder has requested be included in such Underwritten Offering or Overnight Underwritten Offering by (2a) the aggregate number of shares of Class A Common Stock (or other securities) that Units proposed to be sold by all Selling Holders and all Parity Other Holders have requested be included in such Underwritten Offering or Overnight Underwritten Offering or multiplied by (Bb) as otherwise agreed the fraction derived by dividing (x) the number of Common Units owned on the Registration Deadline by such Selling Holder or Parity HolderOther Holder by (y) the aggregate number of Common Units owned on the Registration Deadline by all Selling Holders and Other Holders participating in the Underwritten Offering. All participating Selling Holders shall have the opportunity to share pro rata that portion of such priority allocable to any Selling Holder(s) not so participating. As of the date of execution of this Agreement, there are no other Persons with Registration Rights relating to Common Units other than (i) the rights granted pursuant to that certain Registration Rights Agreement of BreitBurn dated as applicableof May 24, 2007, that certain Registration Rights Agreement of BreitBurn dated as of May 25, 2007, and that certain Registration Rights Agreement of BreitBurn to be entered into with Hermes pursuant to the Hermes Contribution Agreement, (ii) as described in this Section 2.2(b), and (iii) as set forth in the Partnership Agreement.

Priority of Rights. In connection with an Underwritten Offering and Overnight Underwritten Offering contemplated by Section 2.02(a) and Section 2.02(b), respectively, if the Managing Underwriter(s) of any such Underwritten Offering or Overnight Underwritten Offering, as the case may be, advises Parent Ring Energy that the total amount of Class A Common Stock that the Selling Holders and any other Persons intend to include in such Underwritten Offering or Overnight Underwritten Offering exceeds the number that can be sold in such Underwritten Offering or Overnight Underwritten Offering without being likely to have a material adverse effect on the price, timing or distribution of the Class A Common Stock offered in such Underwritten Offering or Overnight Underwritten Offering, as the case may be, or the market for the Class A Common Stock, then the Class A Common Stock to be included in such Underwritten Offering or Overnight Underwritten Offering shall include the number of shares of Class A Common Stock that such Managing Underwriter(s) advise Parent Ring Energy can be sold without having such adverse effect (such maximum number of shares of Class A Common Stock, the “Maximum Number of Securities”), with such number to be allocated (i) first, to ParentRing Energy, (ii) second, pro rata among all Selling Holders and and, subject to Section 2.11, holders of any other securities of Parent Ring Energy having rights of registration on parity with the Registrable Securities (“Parity Holders”) who have requested participation in such Underwritten Offering or Overnight Underwritten Offering. The pro rata allocations for each such Selling Holder or Parity Holder shall be (A) based on the percentage derived by dividing (1) the number of shares of Class A Common Stock (or other securities) that such Selling Holder or such Parity Holder has requested be included in such Underwritten Offering or Overnight Underwritten Offering by (2) the aggregate number of shares of Class A Common Stock (or other securities) that all Selling Holders and all Parity Holders have requested be included in such Underwritten Offering or Overnight Underwritten Offering or (B) as otherwise agreed by such Selling Holder or Parity Holder, as applicable.

Priority of Rights. In connection with an Underwritten Offering and Overnight Underwritten Offering contemplated by Section 2.02(a2.2(a) and Section 2.02(b2.2(b), respectively, if the Managing Underwriter(s) Underwriter or Underwriters of any such Underwritten Offering or Overnight Underwritten Offering, as the case may be, advises Parent the Company, and the Company advises the Selling Holders in writing, that the total amount of Class A Common Stock that the Selling Holders and any other Persons intend to include in such Underwritten Offering or Overnight Underwritten Offering exceeds the number that can be sold in such Underwritten Offering or Overnight Underwritten Offering without being likely to have a material an adverse effect on the price, timing or distribution of the Class A Common Stock offered in such Underwritten Offering or Overnight Underwritten Offering, as the case may be, or the market for the Class A Common Stock, then the Class A Common Stock to be included in such Underwritten Offering or Overnight Underwritten Offering shall include the number of shares of Class A Common Stock Registrable Securities that such Managing Underwriter(s) advise Parent Underwriter or Underwriters advises the Company can be sold without having such adverse effect (such maximum number of shares of Class A Common Stock, the “Maximum Number of Securities”)effect, with such number to be allocated (i) first, to Parentthe Company or such other Person as has requested such registration, filing or offering, as the case may be, and (ii) second, pro rata among all Selling Holders and other holders of any other securities shares of Parent Common Stock having rights of registration on parity with the Registrable Securities (“Parity Holders”) who have requested participation in such Underwritten Offering or Overnight Underwritten Offering. The pro rata allocations for each such Selling Holder or Parity Holder shall be the product of (A) based on the percentage derived by dividing (1) the aggregate number of Registrable Securities and shares of Class A Common Stock (or other securities) that such proposed to be sold by all Selling Holder or such Holders and Parity Holder has requested be included Holders, respectively, participating in such the Underwritten Offering or Overnight Underwritten Offering (for the avoidance of doubt, after giving effect to the allocation to the Company pursuant to clause (i) of the preceding sentence) multiplied by (2B) the fraction derived by dividing (x) the number of Registrable Securities owned at such time by such Selling Holder by (y) the aggregate number of Registrable Securities and shares of Class A Common Stock (or other securities) that owned at such time by all Selling Holders and all Parity Holders have requested be included Holders, respectively, participating in such the Underwritten Offering or Overnight Underwritten Offering Offering. (d) At-the-Market Offerings. Notwithstanding anything in this Section 2.2 to the contrary, no Holder shall have any right to include any securities in any offering by the Company of securities executed pursuant to any “at the market” program that the Company may have in effect from time to time on or (B) as otherwise agreed by such Selling Holder or Parity Holder, as applicable.after the date of this Agreement. Section 2.3

Priority of Rights. In connection with an Underwritten Offering and Overnight Underwritten Offering contemplated by Section 2.02(a2.2(a) and Section 2.02(b2.2(b), respectively, if the Managing Underwriter(s) Underwriter or Underwriters of any such Underwritten Offering or Overnight Underwritten Offering, as the case may be, advises Parent the Company, and the Company advises the Selling Holders in writing, that the total amount of Class A Common Stock Shares (or securities convertible into or exercisable or exchangeable for Common Shares) that the Selling Holders and any other Persons intend to include in such Underwritten Offering or Overnight Underwritten Offering exceeds the number that can be sold in such Underwritten Offering or Overnight Underwritten Offering without being likely to have a material adverse effect on the price, timing or distribution of the Class A Common Stock Shares (or securities convertible into or exercisable or exchangeable for Common Shares) offered in such Underwritten Offering or Overnight Underwritten Offering, as the case may be, or the market for the Class A Common StockShares (or such other securities), then the Class A Common Stock Shares (or securities convertible into or exercisable or exchangeable for Common Shares) to be included in such Underwritten Offering or Overnight Underwritten Offering shall include the number of shares of Class A Common Stock Registrable Securities that such Managing Underwriter(s) advise Parent Underwriter or Underwriters advises the Company can be sold without having such adverse effect (such maximum number of shares of Class A Common Stock, the “Maximum Number of Securities”)effect, with such number to be allocated (i) first, to Parentthe Company, if the offering was initiated for and on behalf of the Company or, otherwise, such other Person as has requested such registration, filing or offering, as the case may be (provided, that in the event of a “Demand Registration” under the Existing Registration Rights Agreement, the allocation shall be to such other Person as has requested such Demand Registration together with all holders of “Registrable Securities” under the Existing Registration Rights Agreement in accordance with the terms thereof), (ii) second, holders of “Registrable Securities” under the Existing Registration Rights Agreement as provided therein, and (iii) third, pro rata among all Selling Holders and other holders of any other securities shares of Parent Common Shares having rights of registration on parity with the Registrable Securities Securities, including under the Other Registration Rights Agreement (“Parity Holders”) who have requested participation in such Underwritten Offering or Overnight Underwritten Offering. The pro rata allocations for each such Selling Holder or Parity Holder shall be the product of (A) based on the percentage derived by dividing (1) the aggregate number of shares of Class A Registrable Securities and Common Stock (or other securities) that such Shares proposed to be sold by all Selling Holder or such Holders and Parity Holder has requested be included Holders, respectively, participating in such the Underwritten Offering or Overnight Underwritten Offering (for the avoidance of doubt, after giving effect to the allocation pursuant to clauses (i) and (ii) of the preceding sentence) multiplied by (2B) the fraction derived by dividing (x) the number of Registrable Securities owned at such time by such Selling Holder by (y) the aggregate number of shares of Class A Registrable Securities and Common Stock (or other securities) that Shares owned at such time by all Selling Holders and all Parity Holders have requested be included Holders, respectively, participating in such the Underwritten Offering or Overnight Underwritten Offering or (BOffering. All participating Selling Holders and Parity Holders shall have the opportunity to share pro rata that portion of such priority allocable to any Selling Holder(s) as otherwise agreed by such Selling Holder or Parity Holder, as applicableHolders to the extent not so participating.

Priority of Rights. In connection with an Underwritten Offering and Overnight Underwritten Offering contemplated by Section 2.02(a) and Section 2.02(b), respectively, if the Managing Underwriter(s) Underwriter or Underwriters of any such Underwritten Offering or Overnight Underwritten Offering, as advises the case may be, advises Parent Partnership in writing that the total amount of Class A Common Stock Units that the Selling Holders and any other Persons intend to include in such Underwritten Offering or Overnight Underwritten Offering exceeds the number that can be sold in such Underwritten Offering or Overnight Underwritten Offering without being likely to have a material adverse effect on the price, timing or distribution of the Class A Common Stock Units offered in such Underwritten Offering or Overnight Underwritten Offering, as the case may be, or the market for the Class A Common StockUnits, then the Class A Common Stock Units to be included in such Underwritten Offering or Overnight Underwritten Offering shall include the number of shares of Class A Common Stock Units that such Managing Underwriter(s) advise Parent Underwriter or Underwriters advises the Partnership can be sold without having such adverse effect (such maximum number of shares of Class A Common Stock, the “Maximum Number of Securities”)effect, with such number to be allocated (i) first, to Parentthe Partnership, and (ii) second, pro rata among all Selling Holders and holders of any other securities of Parent the Partnership having rights of registration on parity with the Registrable Securities (including the rights under the Amended and Restated Registration Rights Agreement, dated as of April 13, 2011, and the rights of the Partnership GP and its Affiliates under Section 7.12 of the Partnership Agreement, “Parity Holders”) who have requested participation in such Underwritten Offering or Overnight Underwritten Offering. The pro rata allocations for each such Selling Holder or Parity Holder shall be the product of (A) based on the percentage derived by dividing (1) the number of shares of Class A Common Stock (or other securities) that such Selling Holder or such Parity Holder has requested be included in such Underwritten Offering or Overnight Underwritten Offering by (2) the aggregate number of shares of Class A Common Stock (or other securities) that Registrable Securities proposed to be sold by all Selling Holders and securities proposed to be sold by all Parity Holders participating in the Underwritten Offering (for the avoidance of doubt, after giving effect to the allocation to the Partnership pursuant to clause (i) of the preceding sentence) multiplied by (B) the fraction derived by dividing (x) the number of the Partnership Common Units owned at such time by such Selling Holder by (y) the aggregate number of Common Units owned at such time by all Selling Holders and Parity Holders participating in the Underwritten Offering. Each participating Selling Holder and Parity Holder also shall have requested be included the opportunity to include in the Underwriting Offering its pro rata allocation of any Common Units other Selling Holders or Parity Holders do not elect to sell in such Underwritten Offering or Overnight Underwritten Offering or (B) as otherwise agreed by such Selling Holder or Parity Holder, as applicableunder this Section 2.02(b).