Common use of Restriction on Sale of Units Clause in Contracts

Restriction on Sale of Units. During a period of 180 days from the date of the Prospectus, the XXXX Parties will not, without the prior written consent of the Representatives, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Partnership) of any Common Units or any securities convertible into or exercisable or exchangeable for Common Units or file any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Units, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Units or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Units to be sold hereunder, (B) any Common Units issued by the Partnership upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (C) any Common Units issued or options to purchase Common Units granted pursuant to existing employee benefit plans of the Partnership or the General Partner referred to in the Registration Statement, the General Disclosure Package and the Prospectus or (D) any Common Units issued pursuant to any non-employee director stock incentive plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus.

Restriction on Sale of Units. During a period of 180 days from the date of the Prospectus, the XXXX Partnership Parties will not, not without the prior written consent of the RepresentativesXxxxxxx Xxxxx and Barclays Capital, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Partnership) of any Common Units or any securities convertible into or into, exercisable or exchangeable for Common Units or file any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Units, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Units or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Units to be sold hereunder, (B) any Common Units issued by the Partnership upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (C) any Common Units issued or options to purchase Common Units granted pursuant to existing employee benefit plans of the Partnership or the General Partner referred to in the Registration Statement, the General Disclosure Package and the Prospectus or the filing of a registration statement on Form S-8 in respect thereof or (D) any Common Units issued pursuant to any non-employee director stock incentive plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus.

Restriction on Sale of Units. During a period of 180 90 days from the date of the Prospectus, the XXXX Parties Partnership will not, without the prior written consent of the RepresentativesRepresentative, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Partnership) of any Common Units or any securities convertible into or exercisable or exchangeable for Common Units or file any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Units, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Units or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Units to be sold hereunder, (B) any Common Units issued by the Partnership upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (C) any Common Units issued or options to purchase Common Units granted pursuant to existing employee benefit plans of the Partnership or the General Partner referred to in the Registration StatementProspectus, the General Disclosure Package and the Prospectus or (D) any Common Units issued pursuant to any non-employee director stock incentive plan or dividend reinvestment plan referred plan, (E) the issuance by the Partnership of Common Units to sellers of assets or entities in connection with acquisitions by the Registration StatementPartnership Entities, provided that such sellers shall have executed substantially similar lock-up agreements for the unexpired term, or (F) the issuance by the Partnership of Common Units in lieu of cash distributions on the Common Units issued and sold pursuant to the Common Unit Purchase Agreement, dated as of May 19, 2014, by and between the Partnership and American Cemeteries Infrastructure Investors, LLC. Notwithstanding the foregoing, if (1) during the last 17 days of the 90-day restricted period the Partnership issues an earnings release or material news or a material event relating to the Partnership occurs or (2) prior to the expiration of the 90-day restricted period, the General Disclosure Package and Partnership announces that it will release earnings results or becomes aware that material news or a material event will occur during the Prospectus16-day period beginning on the last day of the 90-day restricted period, the restrictions imposed in this clause (j) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.

Restriction on Sale of Units. During a period of 180 90 days from the date of the Prospectus, the XXXX Parties Partnership will not, without the prior written consent of the RepresentativesRepresentative, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Partnership) of any Common Units or any securities convertible into or exercisable or exchangeable for Common Units or file any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Units, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Units or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Units to be sold hereunder, (B) any Common Units issued by the Partnership upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (C) any Common Units issued or options to purchase Common Units granted pursuant to existing employee benefit plans of the Partnership or the General Partner referred to in the Registration StatementProspectus, the General Disclosure Package and the Prospectus or (D) any Common Units issued pursuant to any non-employee director stock incentive plan or dividend reinvestment plan referred plan, or (E) the issuance by the Partnership of Common Units to sellers of assets or entities in connection with acquisitions by the Registration StatementPartnership Entities; provided that such sellers shall have executed substantially similar lock-up agreements for the unexpired term. Notwithstanding the foregoing, if (1) during the last 17 days of the 90-day restricted period the Partnership issues an earnings release or material news or a material event relating to the Partnership occurs or (2) prior to the expiration of the 90-day restricted period, the General Disclosure Package and Partnership announces that it will release earnings results or becomes aware that material news or a material event will occur during the Prospectus16-day period beginning on the last day of the 90-day restricted period, the restrictions imposed in this clause (j) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.

Restriction on Sale of Units. During a period of 180 days from the date of Lock-Up Period (as the Prospectussame may be extended pursuant to the provisions set forth in the next sentence), the XXXX Parties Partnership will not, without the prior written consent of the RepresentativesXxxxx Fargo, (i) directly or indirectly: (1) issue, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase purchase, lend or otherwise transfer or dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Partnership) of any Common Units or other partnership interests or any securities convertible into or exercisable or exchangeable for Common Units or other partnership interests, (2) file or cause the filing of any registration statement under the 1933 Act with respect to any of Common Units or other partnership interests or any securities convertible into or exercisable or exchangeable for any Common Units or other partnership interests (other than any Rule 462(b) Registration Statement filed to register Units to be sold to the foregoing Underwriters pursuant to this Agreement, or (ii3) enter into any swap or any other agreement agreement, arrangement, hedge or any transaction that transferstransfers to another, in whole or in part, directly or indirectly, any of the economic consequence consequences of ownership of the any Common Units, Units or other partnership interests or any securities convertible into or exercisable or exchangeable for any Common Units or other partnership interests; whether any such swap or transaction described in clause (i1) or (ii3) above is to be settled by delivery of Common Units or such Stock, other partnership interests, other securities, in cash or otherwise, or publicly announce any intention to do any of the foregoing. The foregoing sentence shall not apply to Moreover, if: (A1) during the Units to be sold hereunder, (B) any Common Units issued by last 17 days of the Lock-Up Period the Partnership upon issues an earnings release or material news or a material event relating to the exercise Partnership occurs, or (2) prior to the expiration of an option the Lock-Up Period, the Partnership announces that it will release earnings results or warrant becomes aware that material news or a material event relating to the conversion Partnership will occur during the 16-day period beginning on the last day of a security outstanding the Lock-Up Period, the Lock-Up Period shall be extended and the restrictions imposed by this Section 3(j) shall continue to apply until the expiration of the 18-day period beginning on the date hereof of issuance of the earnings release or the occurrence of the material news or material event, as the case may be, unless Xxxxx Fargo waives, in writing, such extension. In the event of any extension of the Lock-Up Period pursuant to the immediately preceding sentence, the Partnership shall notify the Representatives and referred each person listed in Exhibit C hereto of such extension as promptly as practicable and in any event prior to the last day of the Lock-Up Period prior to giving effect to such extension. Notwithstanding the provisions set forth in the Registration Statementimmediately preceding paragraph, the Partnership may, without the prior written consent of Xxxxx Fargo: (1) issue Units to the Underwriters pursuant to this Agreement, (2) issue unit awards, restricted units, phantom units, unit options, unit appreciation rights, distribution equivalent rights and substitute awards pursuant to stock option plans, stock purchase or other equity incentive plans described in the General Disclosure Package and the Prospectus, as those plans are in effect on the date of this Agreement, and (C3) any issue Common Units upon the exercise of options issued under option or options to purchase Common Units granted pursuant to existing employee benefit other equity incentive plans of the Partnership or the General Partner referred to in clause (2) above, as those plans are in effect on the Registration Statementdate of this Agreement, or upon the General Disclosure Package exercise of warrants or convertible securities outstanding on the date of this Agreement, as those warrants and convertible securities are in effect on the Prospectus or (D) any Common Units issued pursuant to any non-employee director stock incentive plan or dividend reinvestment plan referred to date of this Agreement, provided, however, that in the Registration Statementcase of any issuance described in clause (3) above, it shall be a condition to the General Disclosure Package issuance that each recipient executes and delivers to Xxxxx Fargo, RBC Capital Markets, LLC and Xxxxxxx Xxxxx, Xxxxxx Xxxxxx & Xxxxx Incorporated, acting on behalf of the ProspectusUnderwriters, not later than one business day prior to the date of such issuance, a written agreement, in substantially the form of Exhibit D to this Agreement and otherwise satisfactory in form and substance to Xxxxx Fargo.

Restriction on Sale of Units. During a period of 180 60 days from the date of the ProspectusProspectus (the “Restricted Period”), the XXXX Parties Partnership will not, without the prior written consent of the Representatives, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the PartnershipPartnership Parties) of any Common Units or any securities convertible into or exercisable or exchangeable for Common Units or file any registration statement under the 1933 Securities Act with respect to any of the foregoing foregoing; provided that the Partnership may enter into agreements during the Restricted Period in connection with any merger, acquisition, joint venture or the acquisition or license of the business, property, technology or other assets of another individual or entity that include the offer, sale, contract to sell or other transfer or disposal of Common Units or any securities convertible into or exercisable or exchangeable for Common Units that is consummated after the Restricted Period, or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Units, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Units or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Units to be sold hereunder, (B) any Common Units issued by the Partnership upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (C) any Common Units issued or options to purchase Common Units granted pursuant to existing any employee benefit plans plan of the Partnership or the General Partner referred to in the Registration Statement, the General Disclosure Package and the Prospectus or the filing of a registration statement on Form S-8 in respect thereof, (D) any Common Units issued pursuant to any non-employee director stock incentive plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus.Prospectus or the filing of a registration statement in respect thereof or (E) the pledge of securities as collateral pursuant to the agreements set forth on Schedule D.

Restriction on Sale of Units. During a period of 180 60 days from the date of the Prospectus, the XXXX Partnership Parties will not, not without the prior written consent of the RepresentativesBarclays Capital, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Partnership) of any Common Units or any securities convertible into or into, exercisable or exchangeable for Common Units or file any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Units, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Units or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Units to be sold hereunder, (B) any Common Units issued by the Partnership upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (C) any Common Units issued or options to purchase Common Units granted pursuant to existing employee benefit plans of the Partnership or the General Partner referred to in the Registration Statement, the General Disclosure Package and the Prospectus or the filing of a registration statement on Form S-8 in respect thereof or (D) any Common Units issued pursuant to any non-employee director stock incentive plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus.

Restriction on Sale of Units. During a period of 180 days from the date of Lock-Up Period (as the Prospectussame may be extended pursuant to the provisions set forth in the next sentence), the XXXX Parties Partnership will not, without the prior written consent of the RepresentativesUnderwriter, directly or indirectly: (i) directly or indirectlyissue, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase purchase, lend or otherwise transfer or dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Partnership) of any Common Units or other partnership interests or any securities convertible into or exercisable or exchangeable for Common Units or other partnership interests, (ii) file or cause the filing of any registration statement under the 1933 Act with respect to any of Common Units or other partnership interests or any securities convertible into or exercisable or exchangeable for any Common Units or other partnership interests (other than any Rule 462(b) Registration Statement filed to register Units to be sold to the foregoing Underwriter pursuant to this Agreement, or (iiiii) enter into any swap or any other agreement agreement, arrangement, hedge or any transaction that transferstransfers to another, in whole or in part, directly or indirectly, any of the economic consequence consequences of ownership of the any Common Units, Units or other partnership interests or any securities convertible into or exercisable or exchangeable for any Common Units or other partnership interests; whether any such swap or transaction described in clause (i) or (iiiii) above is to be settled by delivery of Common Units or such Stock, other partnership interests, other securities, in cash or otherwise, or publicly announce any intention to do any of the foregoing. The foregoing sentence shall not apply to Notwithstanding the provisions set forth in the immediately preceding paragraph, the Partnership may, without the prior written consent of the Underwriter: (A) the issue Units to be sold hereunderthe Underwriter pursuant to this Agreement, (B) any Common Units issued by the Partnership upon the exercise of an issue unit awards, restricted units, phantom units, unit options, unit appreciation rights, distribution equivalent rights and substitute awards pursuant to stock option plans, stock purchase or warrant or the conversion of a security outstanding on the date hereof and referred to other equity incentive plans described in the Registration Statement, the General Disclosure Package and the Prospectus, as those plans are in effect on the date of this Agreement, (C) any issue Common Units upon the exercise of options issued under option or options to purchase Common Units granted pursuant to existing employee benefit other equity incentive plans of the Partnership or the General Partner referred to in clause (B) above, as those plans are in effect on the Registration Statementdate of this Agreement, or upon the General Disclosure Package exercise of warrants or convertible securities outstanding on the date of this Agreement, as those warrants and convertible securities are in effect on the Prospectus or date of this Agreement and (D) any issue Common Units issued or other partnership securities pursuant to any nonthe transactions contemplated by the Acquisition Agreement and the Preferred Unit Purchase Agreement dated July 19, 2016 among the Partnership, CB-employee director stock incentive plan or dividend reinvestment plan referred to Blueknight, LLC and Blueknight Energy Holding, Inc. (the “Repurchase Agreement”) as described in the Registration Statement, the General Disclosure Package and the Prospectus, provided, however, that in the case of any issuance described in clause (C) above, it shall be a condition to the issuance that each recipient executes and delivers to the Underwriter not later than one business day prior to the date of such issuance, a written agreement, in substantially the form of Exhibit C to this Agreement and otherwise satisfactory in form and substance to the Underwriter.

Restriction on Sale of Units. During a period of 180 90 days from the date of the Prospectus, the XXXX Parties Partnership will not, without the prior written consent of the RepresentativesXxxxxxx Xxxxx, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Partnership) of any Common Units or any securities convertible into or exercisable or exchangeable for Common Units or file any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Units, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Units or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Units to be sold hereunder, (B) any Common Units issued by the Partnership upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (C) any Common Units issued or options to purchase Common Units granted pursuant to existing employee benefit plans of the Partnership or the General Partner referred to in the Registration StatementProspectus, the General Disclosure Package and the Prospectus or (D) any Common Units issued pursuant to any non-employee director stock incentive plan or dividend reinvestment plan referred plan, (E) the issuance by the Partnership of Common Units to sellers of assets or entities in connection with acquisitions by the Partnership Entities, provided that such sellers shall have executed substantially similar lock-up agreements for the unexpired term or (F) any action necessary to comply with the Partnership’s obligations pursuant to the Registration StatementRights Agreement dated September 28, 2006 by and between the General Disclosure Package Partnership and SCI New Mexico Funeral Services, Inc., including the Prospectus.preparation and filing of any amendment to the Registration

Restriction on Sale of Units. During a period of 180 45 days from the date of the Prospectus, the XXXX Partnership Parties will not, without the prior written consent of the Representatives, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Partnership) of any Common Units or any securities convertible into or exercisable or exchangeable for Common Units or file any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Units, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Units or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Units to be sold hereunder, (B) any Common Units issued by the Partnership upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and or the Prospectus, (C) any Common Units issued or options to purchase Common Units granted pursuant to existing employee benefit plans of the Partnership or the General Partner referred to in the Registration Statement, the General Disclosure Package or the Prospectus, and the Prospectus or (D) any Common Units issued pursuant to any non-employee director stock incentive plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and or the Prospectus.

Restriction on Sale of Units. During a period of 180 days from the date of the ProspectusLock-Up Period, the XXXX Partnership Parties will not, without the prior written consent of the RepresentativesXxxxx Fargo, (i) directly or indirectly, : (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase purchase, lend or otherwise transfer or dispose of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of (or enter into any transaction which is designed Section 16 of the 1934 Act and the 1934 Act Regulations with respect to, Common Units or might reasonably be expected to, result in any securities convertible into or exercisable or exchangeable for Common Units, (2) file or cause the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Partnership) filing of any registration statement under the 1933 Act with respect to Common Units or any securities convertible into or exercisable or exchangeable for Common Units (other than registration statements on Form S-8 to register Common Units or file any registration statement under the 1933 Act with respect options to any purchase Common Units pursuant to unit option plans and unit incentive plans described in clause (ii) of the foregoing or next paragraph), (ii3) enter into any swap or any other agreement agreement, arrangement or any transaction that transferstransfers to another, in whole or in part, directly or indirectly, any of the economic consequence of ownership of the Common Units or any securities convertible into or exercisable or exchangeable for Common Units, or (4) publicly announce an intention to effect any transaction specified in clause (1) through (3) above, whether any such swap or transaction described in clause (i1) or (ii3) above is to be settled by delivery of Common Units or such Units, other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) Notwithstanding the Units to be sold hereunderprovisions set forth in the immediately preceding paragraph, the Partnership may, without the prior written consent of Xxxxx Fargo, (Bi) any issue Common Units, phantom units and options to purchase Common Units, pursuant to unit option plans and unit incentive plans as those plans are in effect on the date of this Agreement and (ii) issue Common Units issued by the Partnership upon the exercise of an option or warrant unit options or the conversion vesting of a security phantom units outstanding on the date hereof and of this Agreement or issued after the date of this Agreement under unit option plans referred to in clause (i) above, as those unit options, phantom units and plans are in effect on the Registration Statement, the General Disclosure Package and the Prospectus, (C) any Common Units issued or options to purchase Common Units granted pursuant to existing employee benefit plans date of the Partnership or the General Partner referred to in the Registration Statement, the General Disclosure Package and the Prospectus or (D) any Common Units issued pursuant to any non-employee director stock incentive plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectusthis Agreement.

Restriction on Sale of Units. During a period of 180 30 days from the date of the Prospectus, the XXXX Partnership Parties will not, without the prior written consent of the Representatives, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Partnership) of any Common Units or any securities convertible into or exercisable or exchangeable for Common Units or file any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Units, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Units or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Units to be sold hereunder, (B) any Common Units issued by the Partnership upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and or the Prospectus, (C) any Common Units issued or options to purchase Common Units granted pursuant to existing employee benefit plans of the Partnership or the General Partner referred to in the Registration Statement, the General Disclosure Package or the Prospectus, and the Prospectus or (D) any Common Units issued pursuant to any non-employee director stock incentive plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and or the Prospectus.

Restriction on Sale of Units. During a period of 180 days from the date of the ProspectusLock-Up Period, the XXXX Partnership Parties will not, without the prior written consent of the RepresentativesX.X. Xxxxxx Securities, (i) directly or indirectly, : (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase purchase, lend or otherwise transfer or dispose of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of (or enter into any transaction which is designed Section 16 of the 1934 Act and the 1934 Act Regulations with respect to, Common Units or might reasonably be expected to, result in any securities convertible into or exercisable or exchangeable for Common Units, (2) file or cause the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Partnership) filing of any registration statement under the 1933 Act with respect to Common Units or any securities convertible into or exercisable or exchangeable for Common Units (other than registration statements on Form S-8 to register Common Units or file any registration statement under the 1933 Act with respect options to any purchase Common Units pursuant to unit option plans and unit incentive plans described in clause (ii) of the foregoing or next paragraph), (ii3) enter into any swap or any other agreement agreement, arrangement or any transaction that transferstransfers to another, in whole or in part, directly or indirectly, any of the economic consequence of ownership of the Common Units or any securities convertible into or exercisable or exchangeable for Common Units, or (4) publicly announce an intention to effect any transaction specified in clause (1) through (3) above, whether any such swap or transaction described in clause (i1) or (ii3) above is to be settled by delivery of Common Units or such Units, other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) Notwithstanding the Units to be sold hereunderprovisions set forth in the immediately preceding paragraph, the Partnership may, without the prior written consent of X.X. Xxxxxx Securities, (Bi) any issue Common Units, phantom units and options to purchase Common Units, pursuant to unit option plans and unit incentive plans as those plans are in effect on the date of this Agreement or pursuant to the Partnership’s 2017 Long-Term Incentive Plan and (ii) issue Common Units issued by the Partnership upon the exercise of an option or warrant unit options or the conversion vesting of a security phantom units outstanding on the date hereof and of this Agreement or issued after the date of this Agreement under unit option plans referred to in clause (i) above or under the Registration Statement, the General Disclosure Package and the Prospectus, (C) any Common Units issued or options to purchase Common Units granted pursuant to existing employee benefit plans of the Partnership or the General Partner referred to in the Registration Statement, the General Disclosure Package and the Prospectus or (D) any Common Units issued pursuant to any nonPartnership’s 2017 Long-employee director stock incentive plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the ProspectusTerm Incentive Plan.

Restriction on Sale of Units. During a period of 180 days from the date of the ProspectusLock-Up Period, the XXXX Partnership Parties will not, without the prior written consent of the RepresentativesXxxxx Fargo, (i) directly or indirectly, : (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase purchase, lend or otherwise transfer or dispose of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of (or enter into any transaction which is designed Section 16 of the 1934 Act and the 1934 Act Regulations with respect to, Common Units or might reasonably be expected to, result in any securities convertible into or exercisable or exchangeable for Common Units, (2) file or cause the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Partnership) filing of any registration statement under the 1933 Act with respect to Common Units or any securities convertible into or exercisable or exchangeable for Common Units (other than registration statements on Form S-8 to register Common Units or file any registration statement under the 1933 Act with respect options to any purchase Common Units pursuant to unit option plans and unit incentive plans described in clause (ii) of the foregoing or next paragraph), (ii3) enter into any swap or any other agreement agreement, arrangement or any transaction that transferstransfers to another, in whole or in part, directly or indirectly, any of the economic consequence of ownership of the Common Units or any securities convertible into or exercisable or exchangeable for Common Units, or (4) publicly announce an intention to effect any transaction specified in clause (1) through (3) above, whether any such swap or transaction described in clause (i1) or (ii3) above is to be settled by delivery of Common Units or such Units, other securities, in cash or otherwise. The foregoing sentence Moreover, if: (i) during the last 17 days of the Lock-Up Period the Partnership issues an earnings release or material news or a material event relating to the Partnership occurs, or (ii) prior to the expiration of the Lock-Up Period, the Partnership announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, then in each case, the Lock-Up Period shall not be extended and the restrictions imposed by this Section 3(i) shall continue to apply to (A) until the Units to be sold hereunderexpiration of the 18-day period beginning on the date of issuance of the earnings release or the occurrence of the material news or material event, as the case may be, unless Xxxxx Fargo waives, in writing, such extension. Notwithstanding the provisions set forth in the immediately preceding paragraph, the Partnership may, without the prior written consent of Xxxxx Fargo, (Bi) any issue Common Units, phantom units and options to purchase Common Units, pursuant to unit option plans and unit incentive plans as those plans are in effect on the date of this Agreement, and (ii) issue Common Units issued by the Partnership upon the exercise of an option or warrant unit options or the conversion vesting of a security phantom units outstanding on the date hereof and of this Agreement or issued after the date of this Agreement under unit option plans referred to in clause (i) above, as those unit options, phantom units and plans are in effect on the Registration Statement, the General Disclosure Package and the Prospectus, (C) any Common Units issued or options to purchase Common Units granted pursuant to existing employee benefit plans date of the Partnership or the General Partner referred to in the Registration Statement, the General Disclosure Package and the Prospectus or (D) any Common Units issued pursuant to any non-employee director stock incentive plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectusthis Agreement.

Restriction on Sale of Units. During a period of 180 90 days from the date of the Prospectus, the XXXX Parties Partnership will not, without the prior written consent of the Representatives, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Partnership) of any Common Units or any securities convertible into or exercisable or exchangeable for Common Units or file any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Units, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Units or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Units to be sold hereunder, (B) any Common Units issued by the Partnership upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (C) any Common Units issued or options to purchase Common Units granted pursuant to existing employee benefit plans of the Partnership or the General Partner referred to in the Registration StatementProspectus, the General Disclosure Package and the Prospectus or (D) any Common Units issued pursuant to any non-employee director stock incentive plan or dividend reinvestment plan referred plan, or (E) the issuance by the Partnership of Common Units to sellers of assets or entities in connection with acquisitions by the Registration StatementPartnership Entities; provided that such sellers shall have executed substantially similar lock-up agreements for the unexpired term. Notwithstanding the foregoing, if (1) during the last 17 days of the 90-day restricted period the Partnership issues an earnings release or material news or a material event relating to the Partnership occurs or (2) prior to the expiration of the 90-day restricted period, the General Disclosure Package and Partnership announces that it will release earnings results or becomes aware that material news or a material event will occur during the Prospectus16-day period beginning on the last day of the 90-day restricted period, the restrictions imposed in this clause (j) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.

Restriction on Sale of Units. During a period of 180 60 days from the date of the Prospectus, the XXXX Partnership Parties will not, not without the prior written consent of the RepresentativesBarclays Capital, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Partnership) of any Common Units or any securities convertible into or into, exercisable or exchangeable for Common Units or file any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Units, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Units or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Units to be sold hereunder, (B) any Common Units issued by the Partnership upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (C) any Common Units issued or options to purchase Common Units granted pursuant to existing employee benefit plans of the Partnership or the General Partner referred to in the Registration Statement, the General Disclosure Package and the Prospectus or the filing of a registration statement on Form S-8 in respect thereof, (D) any Common Units issued pursuant to any non-employee director stock incentive plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the ProspectusProspectus or (E) any Common Units to be issued by the Partnership pursuant to the Contribution Agreement.

Restriction on Sale of Units. During a period of 180 days from the date of the Prospectus, the XXXX Parties Partnership will not, without the prior written consent of the Representatives, Xxxxxxx Xxxxx (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Partnership) of any Common Units or any securities convertible into or exercisable or exchangeable for Common Units or file any registration statement under the 1933 Act with respect to any of the foregoing foregoing; provided, however, that pursuant to the registration rights agreement between the Partnership and Greenlight Capital, Inc., the Partnership may file a shelf registration statement for the resale of common units issued to Greenlight Capital, Inc. in the Private Placement after a period of 90 days from the Closing Date or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence consequences of ownership of the Common Units, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Units or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Units to be sold hereunder, (B) any Common Units issued by the Partnership upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (C) any Common Units issued or options to purchase Common Units granted pursuant to existing any employee benefit plans plan of the Partnership or the General Partner referred to in the Registration Statement, the General Disclosure Package and the Prospectus or the filing of a registration statement on Form S-8 in respect thereof or (D) any Common Units issued pursuant to any non-employee director stock incentive equity plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the ProspectusProspectus or the filing of a registration statement in respect thereof. If Xxxxxxx Xxxxx, in its sole and absolute discretion, agrees to release or waive the restrictions set forth in a lock-up agreement described in Section 5(i) hereof to permit the transfer of Common Units or other securities by an officer or director of the General Partner, the General Partner or CONSOL Energy and provides the Partnership with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Partnership agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit F-2 hereto through a major news service at least two business days before the effective date of the release or waiver.

Restriction on Sale of Units. During a period of 180 days from the date of the Prospectus, the XXXX Parties Partnership will not, without the prior written consent of the RepresentativesXxxxxxx Xxxxx, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Partnership, World Point or any officer and director of the General Partner) of any Common Units or any securities convertible into or into, exercisable or exchangeable for with Common Units or file any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Units, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Units or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Units to be sold hereunder, (B) any Common Units issued by the Partnership upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (C) any Common Units issued or options to purchase Common Units granted pursuant to existing any employee benefit plans plan of the Partnership or the General Partner referred to in the Registration Statement, the General Disclosure Package and the Prospectus or the filing of a registration statement on Form S-8 in respect thereof, (D) any Common Units issued pursuant to any non-employee director stock incentive plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, or the filing of a registration statement in respect thereof or (E) securities equal to up to 5% of the Partnership’s outstanding Common Units and Subordinated Units issued by the Partnership in connection with the acquisition by the Partnership or any of its subsidiaries of the securities, business, property or other assets of another person or entity or pursuant to any plan assumed by the Partnership in connection with such acquisition; provided, however, that securities issued by the Partnership pursuant to clause (E) shall be subject to the restrictions set forth in this Section 3(i).

Restriction on Sale of Units. During a period of 180 days from the date of the ProspectusLock-Up Period, the XXXX Partnership Parties will not, without the prior written consent of the RepresentativesXxxxx Fargo Securities, (i) directly or indirectly, : (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase purchase, lend or otherwise transfer or dispose of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of (or enter into any transaction which is designed Section 16 of the 1934 Act and the 1934 Act Regulations with respect to, Common Units or might reasonably be expected to, result in any securities convertible into or exercisable or exchangeable for Common Units, (2) file or cause the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Partnership) filing of any registration statement under the 1933 Act with respect to Common Units or any securities convertible into or exercisable or exchangeable for Common Units (other than registration statements on Form S-8 to register Common Units or file any registration statement under the 1933 Act with respect options to any purchase Common Units pursuant to unit option plans and unit incentive plans described in clause (ii) of the foregoing or next paragraph), (ii3) enter into any swap or any other agreement agreement, arrangement or any transaction that transferstransfers to another, in whole or in part, directly or indirectly, any of the economic consequence of ownership of the Common Units or any securities convertible into or exercisable or exchangeable for Common Units, or (4) publicly announce an intention to effect any transaction specified in clause (1) through (3) above, whether any such swap or transaction described in clause (i1) or (ii3) above is to be settled by delivery of Common Units or such Units, other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) Notwithstanding the Units to be sold hereunderprovisions set forth in the immediately preceding paragraph, the Partnership may, without the prior written consent of Xxxxx Fargo Securities, (Bi) any issue Common Units, phantom units and options to purchase Common Units, pursuant to unit option plans and unit incentive plans as those plans are in effect on the date of this Agreement, (ii) issue Common Units issued by the Partnership upon the exercise of an option or warrant unit options or the conversion vesting of a security phantom units outstanding on the date hereof and of this Agreement or issued after the date of this Agreement under unit option plans referred to in clause (i) above, as those unit options, phantom units and plans are in effect on the Registration Statementdate of this Agreement, the General Disclosure Package and the Prospectus, (Ciii) any issue Common Units issued or options to purchase Common Units granted pursuant to existing employee benefit plans the terms of the Partnership or the General Partner referred to in the Registration Statement, the General Disclosure Package and the Prospectus or (D) any Common Units issued pursuant to any non-employee director stock incentive plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the ProspectusContribution Agreement.

Restriction on Sale of Units. During a period of 180 days from the date of the ProspectusLock-Up Period, the XXXX Parties Selling Unitholder and the Parent will not, without the prior written consent of the RepresentativesXxxxx Fargo, directly or indirectly: (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase purchase, lend or otherwise transfer or dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Partnership) of any Common Units or any securities convertible into or exercisable or exchangeable for Common Units (other than the Units), whether now owned or file any registration statement under hereafter acquired by the 1933 Act Selling Unitholder or the Parent or with respect to any which the Selling Unitholder or the Parent has or hereafter acquires the power of the foregoing or disposition, (ii) enter into any swap or any other agreement agreement, arrangement or any transaction that transferstransfers to another, in whole or in part, directly or indirectly, any of the economic consequence of ownership of the Common Units or any securities convertible into or exercisable or exchangeable for Common Units, or (iii) publicly announce an intention to effect any transaction specified in clause (i) and (ii) above, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Units or such Units, other securities, in cash or otherwise. The foregoing sentence shall provisions set forth in the immediately preceding paragraph do not apply to the sale of Common Units by the Selling Unitholder pursuant to this Agreement. The Parent further agrees that (Ai) the Units Parent will not, during the Lock-Up Period (as the same may be extended as described above), make any demand for or exercise any right with respect to be sold hereunder, (B) the registration under the 1933 Act of any Common Units issued by or any securities convertible into or exercisable or exchangeable for Common Units and (ii) the Partnership upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred may, with respect to in the Registration Statement, the General Disclosure Package and the Prospectus, (C) any Common Units issued or options to purchase any securities convertible into or exercisable or exchangeable for Common Units granted pursuant owned or held (of record or beneficially) by the Parent, cause the transfer agent or other registrar to existing employee benefit plans of enter stop transfer instructions and implement stop transfer procedures with respect to such securities during the Partnership or Lock-Up Period (as the General Partner referred to in the Registration Statement, the General Disclosure Package and the Prospectus or (D) any Common Units issued pursuant to any non-employee director stock incentive plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectussame may be extended as described above).

Restriction on Sale of Units. During a period of 180 days from the date of the ProspectusLock-Up Period, the XXXX Parties Selling Unitholder and the Parent will not, without the prior written consent of the RepresentativesXxxxx Fargo, directly or indirectly: (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase purchase, lend or otherwise transfer or dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Partnership) of any Common Units or any securities convertible into or exercisable or exchangeable for Common Units (other than the Units), whether now owned or file any registration statement under hereafter acquired by the 1933 Act Selling Unitholder or the Parent or with respect to any which the Selling Unitholder or the Parent has or hereafter acquires the power of the foregoing or disposition, (ii) enter into any swap or any other agreement agreement, arrangement or any transaction that transferstransfers to another, in whole or in part, directly or indirectly, any of the economic consequence of ownership of the Common Units or any securities convertible into or exercisable or exchangeable for Common Units, or (iii) publicly announce an intention to effect any transaction specified in clause (i) and (ii) above, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Units or such Units, other securities, in cash or otherwise. Moreover, if: (1) during the last 17 days of the Lock-Up Period the Partnership issues an earnings release or material news or a material event relating to the Partnership occurs, or (2) prior to the expiration of the Lock-Up Period, the Partnership announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, then in each case, the Lock-Up Period shall be extended and the restrictions imposed by this Section 4(a) shall continue to apply until the expiration of the 18-day period beginning on the date of issuance of the earnings release or the occurrence of the material news or material event, as the case may be, unless Xxxxx Fargo waives, in writing, such extension. The foregoing sentence shall not apply to Parent further agrees that (Ai) the Units Parent will not, during the Lock-Up Period (as the same may be extended as described above), make any demand for or exercise any right with respect to be sold hereunder, (B) the registration under the 1933 Act of any Common Units issued by or any securities convertible into or exercisable or exchangeable for Common Units, and (ii) the Partnership upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred may, with respect to in the Registration Statement, the General Disclosure Package and the Prospectus, (C) any Common Units issued or options to purchase any securities convertible into or exercisable or exchangeable for Common Units granted pursuant owned or held (of record or beneficially) by the Parent, cause the transfer agent or other registrar to existing employee benefit plans of enter stop transfer instructions and implement stop transfer procedures with respect to such securities during the Partnership or Lock-Up Period (as the General Partner referred to in the Registration Statement, the General Disclosure Package and the Prospectus or (D) any Common Units issued pursuant to any non-employee director stock incentive plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectussame may be extended as described above).

Restriction on Sale of Units. During a period of 180 30 days from the date of the Prospectus, the XXXX Partnership Parties will not, without the prior written consent of the Representatives, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Partnership) of any Common Units or any securities convertible into or exercisable or exchangeable for Common Units or file any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Units, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Units or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Units to be sold hereunder, (B) any Common Units issued by the Partnership upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration StatementProspectus, the General Disclosure Package and or the ProspectusRegistration Statement, (C) any Common Units issued or options to purchase Common Units granted pursuant to existing employee benefit plans of the Partnership or the General Partner referred to in the Registration StatementProspectus, the General Disclosure Package or the Registration Statement, and the Prospectus or (D) any Common Units issued pursuant to any non-employee director stock incentive plan or dividend reinvestment plan referred to in the Registration StatementProspectus, the General Disclosure Package and or the ProspectusRegistration Statement.

Restriction on Sale of Units. During a period of 180 90 days from the date of the Prospectus, the XXXX Parties Partnership will not, without the prior written consent of the RepresentativesUnderwriter, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Partnership) of any Common Units or any securities convertible into or exercisable or exchangeable for Common Units or file any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Units, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Units or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Units to be sold hereunder, (B) any Common Units issued by the Partnership upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (C) any Common Units issued or options to purchase Common Units granted pursuant to existing employee benefit plans of the Partnership or the General Partner referred to in the Registration StatementProspectus, the General Disclosure Package and the Prospectus or (D) any Common Units issued pursuant to any non-employee director stock incentive plan or dividend reinvestment plan referred plan, or (E) the issuance by the Partnership of Common Units to sellers of assets or entities in connection with acquisitions by the Registration StatementPartnership Entities, provided that such sellers shall have executed substantially similar lock-up agreements for the unexpired term. Notwithstanding the foregoing, if (1) during the last 17 days of the 90-day restricted period the Partnership issues an earnings release or material news or a material event relating to the Partnership occurs or (2) prior to the expiration of the 90-day restricted period, the General Disclosure Package and Partnership announces that it will release earnings results or becomes aware that material news or a material event will occur during the Prospectus16-day period beginning on the last day of the 90-day restricted period, the restrictions imposed in this clause (j) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.

Restriction on Sale of Units. During a period of 180 days from the date of the ProspectusLock-Up Period, the XXXX Partnership Parties will not, without the prior written consent of the RepresentativesXxxxxxx Xxxxx, (i) directly or indirectly, : (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase purchase, lend or otherwise transfer or dispose of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of (or enter into any transaction which is designed Section 16 of the 1934 Act and the 1934 Act Regulations with respect to, Common Units or might reasonably be expected to, result in any securities convertible into or exercisable or exchangeable for Common Units, (2) file or cause the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Partnership) filing of any registration statement under the 1933 Act with respect to Common Units or any securities convertible into or exercisable or exchangeable for Common Units (other than registration statements on Form S-8 to register Common Units or file any registration statement under the 1933 Act with respect options to any purchase Common Units pursuant to unit option plans and unit incentive plans described in clause (ii) of the foregoing or next paragraph), (ii3) enter into any swap or any other agreement agreement, arrangement or any transaction that transferstransfers to another, in whole or in part, directly or indirectly, any of the economic consequence of ownership of the Common Units or any securities convertible into or exercisable or exchangeable for Common Units, or (4) publicly announce an intention to effect any transaction specified in clause (1) through (3) above, whether any such swap or transaction described in clause (i1) or (ii3) above is to be settled by delivery of Common Units or such Units, other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) Notwithstanding the Units to be sold hereunderprovisions set forth in the immediately preceding paragraph, the Partnership may, without the prior written consent of Xxxxxxx Xxxxx, (Bi) any issue Common Units, phantom units and options to purchase Common Units, pursuant to unit option plans and unit incentive plans as those plans are in effect on the date of this Agreement, (ii) issue Common Units issued by the Partnership upon the exercise of an option or warrant unit options or the conversion vesting of a security phantom units outstanding on the date hereof and of this Agreement or issued after the date of this Agreement under unit option plans referred to in clause (i) above, as those unit options, phantom units and plans are in effect on the Registration Statementdate of this Agreement, the General Disclosure Package and the Prospectus, (Ciii) any issue Common Units issued or options to purchase Common Units granted pursuant to existing employee benefit plans the terms of the Partnership or the General Partner referred to in the Registration Statement, the General Disclosure Package and the Prospectus or (D) any Common Units issued pursuant to any non-employee director stock incentive plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the ProspectusContribution Agreement.

Restriction on Sale of Units. During a period of 180 days from the date of the Prospectus, the XXXX Parties Partnership will not, without the prior written consent of the RepresentativesXxxxxxx Xxxxx, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Partnership, Lion Oil and Delek Marketing LLC) of any Common Units or any securities convertible into or exercisable or exchangeable for Common Units or file any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Units, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Units or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Units to be sold hereunder, (B) any Common Units issued by the Partnership upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (C) any Common Units issued or options to purchase Common Units granted pursuant to existing any employee benefit plans plan of the Partnership or the General Partner referred to in the Registration Statement, the General Disclosure Package and the Prospectus or the filing of a registration statement on Form S-8 in respect thereof, (D) any Common Units issued pursuant to any non-employee director stock incentive plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the ProspectusProspectus or the filing of a registration statement in respect thereof or (E) the pledge of securities as collateral pursuant to the agreements set forth on Schedule D. Notwithstanding the foregoing, if (1) during the last 17 days of the 180-day restricted period the Partnership issues an earnings release or material news or a material event relating to the Partnership occurs or (2) prior to the expiration of the 180-day restricted period, the Partnership announces that it will issue an earnings release during the 16-day period beginning on the last day of the 180-day restricted period, the restrictions imposed in this clause (i) shall continue to apply until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event, unless the Representatives waive, in writing, such extension.

Restriction on Sale of Units. During a period of 180 days from the date of the Prospectus, the XXXX Parties Universal Entities will not, without the prior written consent of the RepresentativesMxxxxxx Lxxxx and Lxxxxx Brothers, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Partnership) of any Common Units or any securities convertible into or exercisable or exchangeable for Common Units or file any registration statement under the 1933 Act with respect to any of the foregoing (other than any registration statement on Form S-8) or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Units, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Units or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Units to be sold hereunder, (B) any Common Units issued by the Partnership upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (C) any Common Units issued or options to purchase Common Units granted pursuant to existing employee benefit plans of the Partnership or the General Partner referred to in the Registration StatementProspectus and (C) any offer for sale, sale or other issuance of Common Units or other securities to Holdings or any of its subsidiaries provided that such recipient of Common Units or other securities enters into a lock-up arrangement for the remainder for the 180-day restricted period. Notwithstanding the foregoing, if (1) during the last 17 days of the 180-day restricted period the Partnership issues an earnings release or material news or a material event relating to the Partnership occurs or (2) prior to the expiration of the 180-day restricted period, the General Disclosure Package and Partnership announces that it will release earnings results or becomes aware that material news or a material event will occur during the Prospectus or (D) any Common Units issued pursuant to any non16-employee director stock incentive plan or dividend reinvestment plan referred to in day period beginning on the Registration Statementlast day of the 180-day restricted period, the General Disclosure Package and restrictions imposed in this clause (j) shall continue to apply until the Prospectusexpiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.

Restriction on Sale of Units. During a period of 180 days from the date of the Prospectus, the XXXX World Point Parties will not, without the prior written consent of the RepresentativesXxxxxxx Xxxxx, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Partnership, World Point, the Selling Unitholder or any officer and director of the General Partner) of any Common Units or any securities convertible into or into, exercisable or exchangeable for with Common Units or file any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Units, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Units or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Units to be sold hereunder, (B) any Common Units issued by the Partnership upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (C) any Common Units issued or options to purchase Common Units granted pursuant to existing any employee benefit plans plan of the Partnership or the General Partner referred to in the Registration Statement, the General Disclosure Package and the Prospectus or the filing of a registration statement on Form S-8 in respect thereof, (D) any Common Units issued pursuant to any non-employee director stock incentive plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, or the filing of a registration statement in respect thereof or (E) securities equal to up to 5% of the Partnership’s outstanding Common Units and Subordinated Units issued by the Partnership in connection with the acquisition by the Partnership or any of its subsidiaries of the securities, business, property or other assets of another person or entity or pursuant to any plan assumed by the Partnership in connection with such acquisition; provided, however, that securities issued by the Partnership pursuant to clause (E) shall be subject to the restrictions set forth in this Section 3(i).

Restriction on Sale of Units. During a period of 180 days from the date of the ProspectusLock-Up Period, the XXXX Partnership Parties will not, without the prior written consent of the RepresentativesXxxxx Fargo Securities, (i) directly or indirectly, : (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase purchase, lend or otherwise transfer or dispose of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of (or enter into any transaction which is designed Section 16 of the 1934 Act and the 1934 Act Regulations with respect to, Common Units or might reasonably be expected to, result in any securities convertible into or exercisable or exchangeable for Common Units, (2) file or cause the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Partnership) filing of any registration statement under the 1933 Act with respect to Common Units or any securities convertible into or exercisable or exchangeable for Common Units (other than registration statements on Form S-8 to register Common Units or file any registration statement under the 1933 Act with respect options to any purchase Common Units pursuant to unit option plans and unit incentive plans described in clause (ii) of the foregoing or next paragraph), (ii3) enter into any swap or any other agreement agreement, arrangement or any transaction that transferstransfers to another, in whole or in part, directly or indirectly, any of the economic consequence of ownership of the Common Units or any securities convertible into or exercisable or exchangeable for Common Units, or (4) publicly announce an intention to effect any transaction specified in clause (1) through (3) above, whether any such swap or transaction described in clause (i1) or (ii3) above is to be settled by delivery of Common Units or such Units, other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) Notwithstanding the Units to be sold hereunderprovisions set forth in the immediately preceding paragraph, the Partnership may, without the prior written consent of Xxxxx Fargo Securities, (Bi) any issue Common Units, phantom units and options to purchase Common Units, pursuant to unit option plans and unit incentive plans as those plans are in effect on the date of this Agreement and (ii) issue Common Units issued by the Partnership upon the exercise of an option or warrant unit options or the conversion vesting of a security phantom units outstanding on the date hereof and of this Agreement or issued after the date of this Agreement under unit option plans referred to in clause (i) above, as those unit options, phantom units and plans are in effect on the Registration Statement, the General Disclosure Package and the Prospectus, (C) any Common Units issued or options to purchase Common Units granted pursuant to existing employee benefit plans date of the Partnership or the General Partner referred to in the Registration Statement, the General Disclosure Package and the Prospectus or (D) any Common Units issued pursuant to any non-employee director stock incentive plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectusthis Agreement.

Restriction on Sale of Units. During a period of 180 90 days from the date of the Prospectus, the XXXX Parties Partnership will not, without the prior written consent of the Representatives, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Partnership) of any Common Units or any securities convertible into or exercisable or exchangeable for Common Units or file any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Units, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Units or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Units to be sold hereunder, (B) any Common Units issued by the Partnership upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (C) any Common Units issued or options to purchase Common Units granted pursuant to existing employee benefit plans of the Partnership or the General Partner referred to in the Registration StatementProspectus, the General Disclosure Package and the Prospectus or (D) any Common Units issued pursuant to any non-employee director stock incentive plan or dividend reinvestment plan referred plan, (E) the issuance by the Partnership of Common Units to sellers of assets or entities in connection with acquisitions by the Registration StatementPartnership Entities, provided that such sellers shall have executed substantially similar lock-up agreements for the unexpired term, (F) the issuance by the Partnership of Common Units in lieu of cash distributions (the “Distribution Units”) on the Common Units issued and sold pursuant to the Common Unit Purchase Agreement, dated as of May 19, 2014, by and between the Partnership and American Cemeteries Infrastructure Investors, LLC, or (G) the filing of a shelf registration statement to register the offer and sale of the Distribution Units by the selling unitholder. Notwithstanding the foregoing, if (1) during the last 17 days of the 90-day restricted period the Partnership issues an earnings release or material news or a material event relating to the Partnership occurs or (2) prior to the expiration of the 90-day restricted period, the General Disclosure Package and Partnership announces that it will release earnings results or becomes aware that material news or a material event will occur during the Prospectus16-day period beginning on the last day of the 90-day restricted period, the restrictions imposed in this clause (j) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.

Restriction on Sale of Units. During a period of 180 60 days from the date of the Prospectus, the XXXX Parties Partnership will not, without the prior written consent of the Representatives, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the PartnershipPartnership Parties) of any Common Units or any securities convertible into or exercisable or exchangeable for Common Units or file any registration statement under the 1933 Securities Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Units, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Units or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Units to be sold hereunder, (B) any Common Units issued by the Partnership upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (C) any Common Units issued or options to purchase Common Units granted pursuant to existing any employee benefit plans plan of the Partnership or the General Partner referred to in the Registration Statement, the General Disclosure Package and the Prospectus or the filing of a registration statement on Form S-8 in respect thereof, (D) any Common Units issued pursuant to any non-employee director stock incentive plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus.Prospectus or the filing of a registration statement in respect thereof or (E) the pledge of securities as collateral pursuant to the agreements set forth on Schedule D.

Restriction on Sale of Units. During a period of 180 days from the date of the Prospectus, the XXXX Parties Partnership will not, without the prior written consent of the RepresentativesXxxxxxx Xxxxx, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Partnership) of any Common Units or any securities convertible into or exercisable or exchangeable for Common Units or file any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence consequences of ownership of the Common Units, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Units or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Units to be sold hereunder, (B) any Common Units issued by the Partnership upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (C) any Common Units issued or options to purchase Common Units granted pursuant to existing any employee benefit plans plan of the Partnership or the General Partner referred to in the Registration Statement, the General Disclosure Package and the Prospectus or the filing of a registration statement on Form S-8 in respect thereof or (D) any Common Units issued pursuant to any non-employee director stock incentive equity plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the ProspectusProspectus or the filing of a registration statement in respect thereof.