Common use of Restrictions on Public Sale by Holders of Registrable Securities Clause in Contracts

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder of Registrable Securities agrees, if requested by the underwriters of an Underwritten Offering, to enter into a customary letter agreement with such underwriters providing such Holder will not effect any public sale or distribution of Registrable Securities during the 60 calendar day period beginning on the date of a prospectus or prospectus supplement filed with the Commission with respect to the pricing of any Underwritten Offering, provided that (i) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on the Partnership or the officers, directors or any other Affiliate of the Partnership on whom a restriction is imposed and (ii) the restrictions set forth in this Section 2.07 shall not apply to any Registrable Securities that are included in such Underwritten Offering by such Holder. In addition, this Section 2.07 shall not apply to any Holder that is not entitled to participate in such Underwritten Offering, whether because such Holder delivered an Opt-Out Notice prior to receiving notice of the Underwritten Offering or because such Holder holds less than $15 million of the then-outstanding Registrable Securities.

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder of Registrable Securities agrees, if requested by the underwriters of an Underwritten Offering, agrees to enter into a customary letter agreement with such underwriters providing such Holder will not effect any public sale or distribution of Registrable Securities during the 60 calendar day period beginning on the date of a prospectus or prospectus supplement filed with the Commission with respect to the pricing of any Underwritten Offering, provided that (i) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on the Partnership or the officers, directors or any other Affiliate of the Partnership on whom a restriction is imposed and (ii) the restrictions set forth in this Section 2.07 shall not apply to any Registrable Securities that are included in such Underwritten Offering by such Holder. In addition, this Section 2.07 shall not apply to any Holder that is not entitled to participate in such Underwritten Offering, whether because such Holder delivered an Opt-Out Notice prior to receiving notice of the Underwritten Offering or because such Holder holds less than $15 10.0 million of the then-outstanding Registrable Securities.

Restrictions on Public Sale by Holders of Registrable Securities. Each To the extent requested by the Managing Underwriter, each Holder of Registrable Securities agrees, if requested by the underwriters of that participates in an Underwritten Offering, to Offering will enter into a customary letter agreement with such underwriters providing such Holder will not effect any public sale or distribution of Registrable Securities during the 60 calendar calendar-day period beginning on the date of a prospectus or prospectus supplement filed with the Commission SEC with respect to the pricing of any Underwritten Offering, provided that (i) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on the Partnership Corporation or the officers, directors or any other Affiliate of the Partnership Corporation on whom a restriction is imposed and (ii) the restrictions set forth in this Section 2.07 shall not apply to any Registrable Securities that are included in such Underwritten Offering by such Holder. In addition, this Section 2.07 shall not apply to any Holder that is not entitled to participate in such Underwritten Offering, whether because such Holder delivered an Opt-Out Notice prior to receiving notice of the Underwritten Offering or because the Registrable Securities held by such Holder holds less than $15 million may be disposed of without restriction pursuant to Rule 144 under the then-outstanding Registrable SecuritiesSecurities Act (or any successor or similar provision adopted by the SEC then in effect).

Restrictions on Public Sale by Holders of Registrable Securities. Each Selling Holder of Registrable Securities agrees, if requested by the underwriters of participating in an Underwritten Offering, Offering included in a Registration Statement agrees to enter into a customary letter agreement with such underwriters providing that such Holder Selling Holder, to the extent requested by the Partnership and any underwriter, will not effect any public sale or distribution of Registrable Securities during the 60 a period not to exceed forty-five (45) calendar day period beginning on days following the date of a prospectus or prospectus supplement filed with the Commission with respect to the pricing of any such Underwritten Offering; provided, provided however, that (i) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on the Partnership or the officers, directors or any other Affiliate of the Partnership on whom a restriction is imposed and (ii) the restrictions set forth in this Section 2.07 2.06 shall not apply to any Registrable Securities that are included in such Underwritten Offering by such Selling Holder. In addition, this Section 2.07 shall not apply to any Holder that is not entitled to participate in such Underwritten Offering, whether because such Holder delivered an Opt-Out Notice prior to receiving notice of the Underwritten Offering or because such Holder holds less than $15 million of the then-outstanding Registrable Securities.

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder of Registrable Securities agrees, if requested by who is included in the underwriters of an Underwritten Offering, Shelf Registration Statement agrees not to enter into a customary letter agreement with such underwriters providing such Holder will not effect any public sale or distribution of the Registrable Securities during the 60 calendar day for a period beginning on the date of a prospectus up to 30 days following completion of an Underwritten Offering or prospectus supplement filed with the Commission with respect to the pricing Overnight Underwritten Offering of any Underwritten Offeringequity securities by Parent, provided that (i) Parent gives written notice to such Holder of the date of the commencement and termination of such period with respect to any such Underwritten Offering or Overnight Underwritten Offering and (ii) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters of such public sale or distribution on Parent or on the Partnership officers or the officers, directors or any other Affiliate unitholder of the Partnership Parent on whom a restriction is imposed and (ii) the restrictions set forth in imposed; provided further, that this Section 2.07 2.06 shall not apply to any Registrable Securities that are included in such Underwritten Offering by such Holder. In addition, this Section 2.07 shall not apply to any a Holder that is not entitled to participate in such Underwritten Offering, whether because such Holder delivered an Opt-Out Notice prior to receiving notice of the Underwritten Offering or because such Holder holds less than $15 10 million of the then-outstanding Registrable Securities, which value shall be determined by multiplying the number of Registrable Securities owned by the Common Unit Price.

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder of Common Unit Registrable Securities agrees, if requested by the underwriters of that participates in an Underwritten Offering, to Offering will enter into a customary letter agreement with such underwriters providing such Holder will not effect any public sale or distribution of Common Unit Registrable Securities during the 60 calendar calendar-day period beginning on the date of a prospectus or prospectus supplement filed with the Commission SEC with respect to the pricing of any Underwritten Offering, provided that (i) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on the Partnership or the officers, directors or any other Affiliate of the Partnership or the General Partner on whom a restriction is imposed and (ii) the restrictions set forth in this Section 2.07 shall not apply to any Common Unit Registrable Securities that are included in such Underwritten Offering by such Holder. In addition, this Section 2.07 shall not apply to any Holder that is not entitled to participate in such Underwritten Offering, whether because such Holder delivered an Opt-Out Notice prior to receiving notice of the Underwritten Offering or because such Holder (together with its Affiliates) holds less than $15 million the Piggyback Threshold Amount of the then-outstanding Common Unit Registrable SecuritiesSecurities (calculated based on the Common Unit Registrable Securities Amount) or because the Common Unit Registrable Securities held by such Holder may be disposed of without restriction pursuant to any section of Rule 144 under the Securities Act (or any successor or similar provision adopted by the SEC then in effect).

Restrictions on Public Sale by Holders of Registrable Securities. Each For so long as Registrable Securities in the aggregate represent more than 10% of the outstanding Common Stock of Seller, each Holder of Registrable Securities agrees, if requested by the underwriters of an Underwritten Offering, agrees to enter into a customary letter agreement with such underwriters providing such Holder will not effect any public sale or distribution of the Registrable Securities during the 60 90 calendar day period beginning on the date of a prospectus or prospectus supplement filed with the Commission SEC with respect to the pricing of any an Underwritten Offering, provided that (i) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on the Partnership Seller or the officers, directors or any other Affiliate stockholder of the Partnership Seller on whom a restriction is imposed and (ii) the restrictions set forth in this Section 2.07 2.7 shall not apply to any Registrable Securities that are included in such Underwritten Offering by such Holder. In additionNotwithstanding the foregoing, nothing in this Section 2.07 2.7 shall not apply to restrict the ability of any Holder that is not entitled from disposing of its Registrable Securities pursuant to participate in such Underwritten Offering, whether because such Holder delivered an Opta Rule 10b5-Out Notice prior to receiving notice of the Underwritten Offering or because such Holder holds less than $15 million of the then-outstanding Registrable Securities1 plan.

Restrictions on Public Sale by Holders of Registrable Securities. Each For so long as Registrable Securities in the aggregate represent more than 10% of the outstanding McMoRan Common Stock of McMoRan, each Holder of Registrable Securities agrees, if requested by the underwriters of an Underwritten Offering, agrees to enter into a customary letter agreement with such underwriters providing such Holder will not effect any public sale or distribution of the Registrable Securities during the 60 90 calendar day period beginning on the date of a prospectus or prospectus supplement filed with the Commission SEC with respect to the pricing of any an Underwritten Offering, provided that (i) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on the Partnership McMoRan or the officers, directors or any other Affiliate stockholder of the Partnership McMoRan on whom a restriction is imposed and (ii) the restrictions set forth in this Section 2.07 2.7(b) shall not apply to any Registrable Securities that are included in such Underwritten Offering by such Holder. In additionNotwithstanding the foregoing, nothing in this Section 2.07 2.7(b) shall not apply to restrict the ability of any Holder that is not entitled from disposing of its Registrable Securities pursuant to participate in such Underwritten Offering, whether because such Holder delivered an Opta Rule 10b5-Out Notice prior to receiving notice of the Underwritten Offering or because such Holder holds less than $15 million of the then-outstanding Registrable Securities1 plan.

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder of Registrable Securities agrees, if requested by the underwriters of an Underwritten Offering, agrees to enter into a customary letter agreement with such underwriters providing such Holder will not effect any public sale or distribution of Registrable Securities during the 60 calendar day period beginning on the date of a prospectus or prospectus supplement filed with the Commission with respect to the pricing of any Underwritten Offering, provided provided, however, that (i) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on the Partnership or the officers, directors or any other Affiliate of the Partnership on whom a restriction is imposed and (ii) the restrictions set forth in this Section 2.07 shall not apply to any Registrable Securities that are included in such Underwritten Offering by such Holder. In addition, this Section 2.07 shall not apply to any Holder that is not entitled to participate in such Underwritten Offering, including, without limitation, whether because such Holder delivered an Opt-Out Notice prior to receiving notice of the Underwritten Offering or Offering, because such Holder holds less than $15 5.0 million of the then-outstanding Registrable SecuritiesSecurities or because the Registrable Securities held by such Holder may be disposed of without restriction pursuant to any section of Rule 144 (or any similar provision then in effect) under the Securities Act.

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder of Registrable Securities agrees, if requested by who is included in the underwriters of an Underwritten Offering, Shelf Registration Statement agrees not to enter into a customary letter agreement with such underwriters providing such Holder will not effect any public sale or distribution of the Registrable Securities during the for a period of up to 60 calendar day period beginning on the date days following completion of a prospectus an Underwritten Offering or prospectus supplement filed with the Commission with respect to the pricing Overnight Underwritten Offering of any Underwritten OfferingEquity Securities by Parent, provided that (i) Parent gives written notice to such Holder of the date of the commencement and termination of such period with respect to any such Underwritten Offering or Overnight Underwritten Offering and (ii) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters of such public sale or distribution on Parent or on the Partnership officers or the officers, directors or any other Affiliate affiliate of the Partnership Parent or unitholder of EEH on whom a restriction is imposed and (ii) the restrictions set forth in imposed; provided further, that this Section 2.07 2.06 shall not apply to any Registrable Securities that are included in such Underwritten Offering by such Holder. In addition, this Section 2.07 shall not apply to any a Holder that is not entitled to participate in such Underwritten Offering, whether because such Holder delivered an Opt-Out Notice prior to receiving notice of the Underwritten Offering or because such Holder holds less than $15 10 million of the then-outstanding Registrable Securities, which value shall be determined by multiplying the number of Registrable Securities owned by the Class A Common Stock Price.

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder of Registrable Securities agrees, if requested by the underwriters of an Underwritten Offering, agrees to enter into a customary letter agreement with such underwriters providing such Holder will not effect any public sale or distribution of Registrable Securities during the 60 calendar day period beginning on the date of a prospectus or prospectus supplement filed with the Commission with respect to the pricing of any Underwritten Offering, provided provided, however, that (i) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on the Partnership or the officers, directors or any other Affiliate of the Partnership on whom a restriction is imposed and (ii) the restrictions set forth in this Section 2.07 shall not apply to any Registrable Securities that are included in such Underwritten Offering by such Holder. In addition, this Section 2.07 shall not apply to any Holder that is not entitled to participate in such Underwritten Offering, including, without limitation, whether because such Holder delivered an Opt-Out Notice prior to receiving notice of the Underwritten Offering or Offering, because such Holder holds less than $15 10.0 million of the then-outstanding Registrable SecuritiesSecurities or because the Registrable Securities held by such Holder may be disposed of without restriction pursuant to any section of Rule 144 (or any similar provision then in effect) under the Securities Act.

Restrictions on Public Sale by Holders of Registrable Securities. Each To the extent requested by the Managing Underwriter, each Holder of Registrable Securities agrees, if requested by the underwriters of that participates in an Underwritten Offering, to Offering will enter into a customary letter agreement with such underwriters providing such Holder will not effect any public sale or distribution of Registrable Securities during the 60 calendar calendar-day period beginning on the date of a prospectus or prospectus supplement filed with the Commission SEC with respect to the pricing of any such Underwritten Offering, provided that that, notwithstanding the foregoing, (i) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters Underwriters on the Partnership Company or the officers, directors or any other Affiliate of the Partnership Company on whom a restriction is imposed and (ii) that the restrictions set forth in this Section 2.07 2.06 shall not apply to any Registrable Securities that are included in such Underwritten Offering by such Holder. In addition, this Section 2.07 2.06 shall not apply to any Holder that is not entitled to participate in such Underwritten Offering, whether because such Holder delivered an Opt-Out Notice prior to receiving notice of the Underwritten Offering or because the Registrable Securities held by such Holder holds less than $15 million may be disposed of without restriction pursuant to Rule 144 under the then-outstanding Registrable SecuritiesSecurities Act (or any successor or similar provision adopted by the SEC then in effect).

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder of Registrable Securities agrees, if requested by the underwriters of an Underwritten Offering, agrees to enter into a customary letter agreement with such underwriters providing such Holder will not effect any public sale or distribution of the class of Registrable Securities subject to the Underwritten Offering during the 60 sixty (60) calendar day period beginning on the date of a prospectus or prospectus supplement filed with the Commission with respect to the pricing of any Underwritten Offering, provided that (i) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on the Partnership or the officers, directors or any other Affiliate of the Partnership on whom a restriction is imposed and (ii) the restrictions set forth in this Section 2.07 shall not apply to any Registrable Securities that are included in such Underwritten Offering by such Holder. In addition, this Section 2.07 shall not apply to any Holder that is not entitled to participate in such Underwritten Offering, whether because such Holder delivered an Opt-Out Notice prior to receiving notice of the Underwritten Offering or Offering, because such Holder holds less than $15 10.0 million of the then-outstanding Registrable SecuritiesSecurities or because the Registrable Securities held by such Holder may be disposed of without restriction pursuant to any section of Rule 144 (or any similar provision then in effect) under the Securities Act.

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder of Registrable Securities agrees, if requested by the underwriters of an Underwritten Offering, agrees to enter into a customary letter agreement with such underwriters providing such Holder will not effect any public sale or distribution of Registrable Securities during the 60 calendar day period beginning on the date of a prospectus or prospectus supplement filed with the Commission with respect to the pricing of any Underwritten Offering, provided that (i) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on the Partnership or the officers, directors or any other Affiliate of the Partnership on whom a restriction is imposed and (ii) the restrictions set forth in this Section 2.07 2.06 shall not apply to any Registrable Securities that are included in such Underwritten Offering by such Holder. In addition, this Section 2.07 2.06 shall not apply to any Holder that is not entitled to participate in such Underwritten Offering, whether because such Holder delivered an Opt-Out Notice prior to receiving notice of the Underwritten Offering or because such Holder holds less than $15 25 million of the then-outstanding Registrable Securities.

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder of Registrable Securities agrees, if requested by the underwriters of that participates in an Underwritten Offering, to Offering will enter into a customary letter agreement with such underwriters providing such Holder will not effect any public sale or distribution of Registrable Securities during the 60 calendar calendar-day period beginning on the date of a prospectus or prospectus supplement filed with the Commission SEC with respect to the pricing of any Underwritten Offering, provided that (i) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on the Partnership or the officers, directors or any other Affiliate of the Partnership or the General Partner on whom a restriction is imposed and (ii) the restrictions set forth in this Section 2.07 shall not apply to any Registrable Securities that are included in such Underwritten Offering by such Holder. In addition, this Section 2.07 shall not apply to any Holder that is not entitled to participate in such Underwritten Offering, whether because such Holder delivered an Opt-Out Notice prior to receiving notice of the Underwritten Offering or because the Registrable Securities held by such Holder holds less than $15 million may be disposed of without restriction pursuant to any section of Rule 144 under the then-outstanding Registrable SecuritiesSecurities Act (or any successor or similar provision adopted by the SEC then in effect).

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder of Registrable Securities agrees, if requested by the underwriters of an Underwritten Offering, to enter into a customary letter agreement with such underwriters providing such Holder will not effect any public sale or distribution of Registrable Securities during the 60 calendar day period beginning on the date of a prospectus or prospectus supplement filed with the Commission with respect to the pricing of any Underwritten Offering, provided that (i) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on the Partnership or the officers, directors or any other Affiliate of the Partnership on whom a restriction is imposed and (ii) the restrictions set forth in this Section 2.07 shall not apply to any Registrable Securities that are included in such Underwritten Offering by such Holder. In addition, this Section 2.07 shall not apply to any Holder that is not entitled to participate in such Underwritten Offering, whether because such Holder delivered an Opt-Out Notice prior to receiving notice of the Underwritten Offering or because such Holder holds less than $15 million of the then-outstanding Registrable SecuritiesThreshold Amount.

Restrictions on Public Sale by Holders of Registrable Securities. Each To the extent requested by the Managing Underwriter, each Holder of Registrable Securities agrees, if requested by the underwriters of that participates in an Underwritten Offering, to Offering will enter into a customary letter agreement with such underwriters providing such Holder will not effect any public sale or distribution of Registrable Securities during the 60 calendar calendar-day period beginning on the date of a prospectus or prospectus supplement filed with the Commission SEC with respect to the pricing of any such Underwritten Offering, provided that that, notwithstanding the foregoing, (i) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters Underwriters on the Partnership Company or the officers, directors or any other Affiliate of the Partnership Company on whom a restriction is imposed and (ii) that the restrictions set forth in this Section 2.07 2.06 shall not apply to any Registrable Securities that are included in such Underwritten Offering by such Holder. In addition, this Section 2.07 2.06 shall not apply to any Holder that is not entitled to participate in such Underwritten Offering, whether Offering because the Registrable Securities held by such Holder delivered an Opt-Out Notice prior may be disposed of without restriction pursuant to receiving notice of Rule 144 under the Underwritten Offering Securities Act (or because such Holder holds less than $15 million of any successor or similar provision adopted by the then-outstanding Registrable SecuritiesSEC then in effect).

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder of Common Unit Registrable Securities agrees, if requested by the underwriters of who is participating in an Underwritten Offering, Offering and is included in a Registration Statement agrees to enter into a customary letter agreement with such underwriters providing that such Holder will not effect any public sale or distribution of Common Unit Registrable Securities during the 60 45 calendar day period beginning on the date of a prospectus or prospectus supplement filed with the Commission with respect to the pricing of any such Underwritten Offering; provided, provided that however, that, notwithstanding the foregoing, (i) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters Underwriters on the Partnership or the officers, directors or any other Affiliate of the Partnership on whom a restriction is imposed and (ii) the restrictions set forth in this Section 2.07 2.06 shall not apply to any Common Unit Registrable Securities that are included in such Underwritten Offering by such Holder. In addition, this Section 2.07 shall not apply to any Holder that is not entitled to participate in such Underwritten Offering, whether because such Holder delivered an Opt-Out Notice prior to receiving notice of the Underwritten Offering or because such Holder holds less than $15 million of the then-outstanding Registrable Securities.

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder of Registrable Securities agrees, if requested by who is included in the underwriters of an Underwritten Offering, Shelf Registration Statement agrees not to enter into a customary letter agreement with such underwriters providing such Holder will not effect any public sale or distribution of the Registrable Securities during the 60 calendar day for a period beginning on the date of a prospectus up to 30 days following completion of an Underwritten Offering or prospectus supplement filed with the Commission with respect to the pricing Overnight Underwritten Offering of any Underwritten Offeringequity securities by Parent, provided that (i) Parent gives written notice to such Holder of the date of the commencement and termination of such period with respect to any such Underwritten Offering or Overnight Underwritten Offering and (ii) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters of such public sale or distribution on Parent or on the Partnership officers or the officers, directors or any other Affiliate unitholder of the Partnership Parent on whom a restriction is imposed and (ii) the restrictions set forth in imposed; provided further, that this Section 2.07 2.06 shall not apply to any Registrable Securities that are included in such Underwritten Offering by such Holder. In addition, this Section 2.07 shall not apply to any a Holder that is not entitled to participate in such Underwritten Offering, whether because such Holder delivered an Opt-Out Notice prior to receiving notice of the Underwritten Offering or because such Holder holds less than $15 10 million of the then-outstanding Registrable Securities, which value shall be determined by multiplying the number of Registrable Securities owned by the Class A Common Stock Price.

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder of Registrable Securities agrees, if requested by the underwriters of an Underwritten Offering, agrees to enter into a customary letter agreement with such underwriters providing such Holder will not effect any public sale or distribution of Registrable Securities during the 60 90 calendar day period beginning on the date of a prospectus or prospectus supplement filed with the Commission with respect to the pricing of any Underwritten Offering, provided that provided, however, (i) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on the Partnership or the officers, directors or any other Affiliate of the Partnership on whom a restriction is imposed and (ii) the restrictions set forth in this Section 2.07 shall not apply to any Registrable Securities that are included in such Underwritten Offering by such Holder. In addition, this Section 2.07 shall not apply to any Holder that is not entitled to participate in such Underwritten Offering, whether because such Holder delivered an Opt-Out Notice prior to receiving notice of the Underwritten Offering or because such Holder holds Registrable Securities representing (x) less than $15 million five percent (5.0%) of the then-outstanding Common Units on a Fully Diluted Basis and (y) less than all of the Registrable SecuritiesSecurities held by the Investor as of the date of this Agreement.

Restrictions on Public Sale by Holders of Registrable Securities. Each To the extent requested by the Managing Underwriter, each Holder of Registrable Securities agrees, if requested by the underwriters of that participates in an Underwritten Offering, to Offering will enter into a customary letter agreement with such underwriters providing such Holder will not effect any public sale or distribution of Registrable Securities during the 60 calendar calendar-day period beginning on the date of a prospectus or prospectus supplement filed with the Commission SEC with respect to the pricing of any such Underwritten Offering, provided that that, notwithstanding the foregoing, (ia) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters Underwriters on the Partnership Company or the officers, directors or any other Affiliate of the Partnership Company on whom a restriction is imposed and (iib) that the restrictions set forth in this Section 2.07 shall not apply to any Registrable Securities that are included in such Underwritten Offering by such Holder. In addition, this Section 2.07 shall not apply to any Holder that is not entitled to participate in such Underwritten Offering, whether Offering because the Registrable Securities held by such Holder delivered an Opt-Out Notice prior may be disposed of without restriction pursuant to receiving notice of Rule 144 under the Underwritten Offering Securities Act (or because such Holder holds less than $15 million of any successor or similar provision adopted by the then-outstanding Registrable SecuritiesSEC then in effect).

Restrictions on Public Sale by Holders of Registrable Securities. Each For a period of 365 days from the Second Closing Date, each Holder of Registrable Securities agrees, if requested by who is included in the underwriters of an Underwritten Offering, Registration Statement agrees not to enter into a customary letter agreement with such underwriters providing such Holder will not effect any public sale or distribution of the Registrable Securities during the 60 calendar 30-day period beginning on following completion of an Underwritten Offering of equity securities by CEI, whether for its own account or for the date account of a prospectus or prospectus supplement filed with the Commission with respect to the pricing of any Underwritten OfferingAllied (except as provided in this Section 2.06); provided, provided however, that (i) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on the Partnership officers or the officers, directors or any other Affiliate stockholder of the Partnership CEI on whom a restriction is imposed and (ii) the restrictions set forth in this Section 2.07 shall not apply to any Registrable Securities that are included in connection with such Underwritten Offering by such Holderpublic offering. In addition, except in the case of primary Underwritten Offerings of equity offerings by CEI, the provisions of this Section 2.07 2.06 shall not apply with respect to any a Holder that is not entitled to participate in such Underwritten Offering, whether because such Holder delivered an Opt-Out Notice prior to receiving notice of the Underwritten Offering or because such Holder holds (a) owns less than $15 million 10,000,000 of Common Stock, based on a valuation price of $0.7164 per share of Common Stock, (b) has delivered an Opt Out Notice to CEI pursuant to Section 2.02 hereof or (c) has submitted a notice requesting the inclusion of Registrable Securities in an Underwritten Offering pursuant to Section 2.02 or Section 2.03(a) hereof but is unable to do so as a result of the then-outstanding Registrable Securitiespriority provisions contained in Section 2.02(b) hereof.

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder of Registrable Securities agrees, if requested by the underwriters of that participates in an Underwritten Offering, to upon the request of the underwriters in such offering, will enter into a customary letter agreement with such underwriters providing such Holder will not effect any public sale or distribution of Registrable Securities during the 60 calendar calendar-day period beginning on the date of a prospectus or prospectus supplement filed with the Commission SEC with respect to the pricing of any Underwritten Offering (or such shorter period specified by the Managing Underwriter for such Underwritten Offering), provided that (i) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on the Partnership Company or the officers, directors or any other Affiliate of the Partnership Company on whom a restriction is imposed and (ii) the restrictions set forth in this Section 2.07 2.06 shall not apply to any Registrable Securities that are included in such Underwritten Offering by such Holder. In addition, this Section 2.07 shall not apply to any Holder that is not entitled to participate in such Underwritten Offering, whether because such Holder delivered an Opt-Out Notice prior to receiving notice of the Underwritten Offering or because such Holder holds less than $15 million of the then-outstanding Registrable Securities.

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder of Common Unit Registrable Securities agrees, if requested by the underwriters of who is participating in an Underwritten Offering, Offering and is included in a Registration Statement agrees to enter into a customary letter agreement with such underwriters providing that such Holder will not effect any public sale or distribution of Common Unit Registrable Securities during the 60 45 calendar day period beginning on the date of a prospectus or prospectus supplement filed with the Commission with respect to the pricing of any such Underwritten Offering; provided, provided that however, that, notwithstanding the foregoing, (i) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on the Partnership or the officers, directors or any other Affiliate of the Partnership on whom a restriction is imposed and (ii) the restrictions set forth in this Section 2.07 2.06 shall not apply to any Common Unit Registrable Securities that are included in such Underwritten Offering by such Holder. In addition, this Section 2.07 shall not apply to any Holder that is not entitled to participate in such Underwritten Offering, whether because such Holder delivered an Opt-Out Notice prior to receiving notice of the Underwritten Offering or because such Holder holds less than $15 million of the then-outstanding Registrable Securities.

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder of Registrable Securities agrees, if requested by the underwriters of an Underwritten Offering, to enter into a customary letter agreement with such underwriters providing such Holder will not effect any public sale or distribution of Registrable Securities during the 60 calendar day period beginning on the date of a prospectus or prospectus supplement filed with the Commission with respect to the pricing of any Underwritten Offering, provided that (i) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on the Partnership or the officers, directors or any other Affiliate of the Partnership on whom a restriction is imposed and (ii) the restrictions set forth in this Section 2.07 shall not apply to any Registrable Securities that are included in such Underwritten Offering by such Holder. In addition, this Section 2.07 shall not apply to any Holder that is not entitled to participate in such Underwritten Offering, whether because such Holder delivered an Opt-Out Notice prior to receiving notice of the Underwritten Offering or because such Holder holds less than $15 25 million of Registrable Securities (based on the then-outstanding Registrable SecuritiesCommon Unit Price).

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder of Registrable Securities agrees, if requested by the underwriters of who is participating in an Underwritten Offering, Offering agrees to enter into a customary letter agreement (each, a “Lockup”) with such underwriters providing that such Holder will not effect any public sale or distribution of Registrable Securities a Common Unit during the 60 forty-five (45) calendar day period beginning on the date of a prospectus or prospectus supplement filed with the Commission with respect to the pricing of any such Underwritten Offering; provided, provided that however, that, notwithstanding the foregoing, (i) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters Underwriters on the Partnership or the officers, directors directors, or any other Affiliate of the Partnership on whom a restriction is imposed and imposed, (ii) the restrictions set forth in this Section 2.07 2.06 shall not apply to any Registrable Securities that are included in such Underwritten Offering by such Holder. In addition, this Section 2.07 and (iii) the Partnership will use commercially reasonable efforts to ensure that each Lockup shall not apply to include customary carve-outs, including carve-outs for the pledge, hypothecation, or other granting of a security interest in Common Units or securities convertible into or exchangeable for shares of Common Units as collateral or security for any Holder that is not entitled to participate in loan, advance or extension of credit and any transfer upon foreclosure upon such Underwritten Offering, whether because Common Units or such Holder delivered an Opt-Out Notice prior to receiving notice of the Underwritten Offering or because such Holder holds less than $15 million of the then-outstanding Registrable Securitiessecurities.

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder of Common Unit Registrable Securities agrees, if requested by the underwriters of who is participating in an Underwritten Offering, Offering and is included in a Registration Statement agrees to enter into a customary letter agreement (including standard carve-outs and exceptions) with such underwriters providing that such Holder will not effect any public sale or distribution of Common Unit Registrable Securities during the 60 45 calendar day period beginning on the date of a prospectus or prospectus supplement filed with the Commission with respect to the pricing of any such Underwritten Offering; provided, provided that however, that, notwithstanding the foregoing, (i) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters Underwriters on the Partnership or the officers, directors or any other Affiliate of the Partnership on whom a restriction is imposed and (ii) the restrictions set forth in this Section 2.07 2.06 shall not apply to any Common Unit Registrable Securities that are included in such Underwritten Offering by such Holder. In addition, this Section 2.07 shall not apply to any Holder that is not entitled to participate in such Underwritten Offering, whether because such Holder delivered an Opt-Out Notice prior to receiving notice of the Underwritten Offering or because such Holder holds less than $15 million of the then-outstanding Registrable Securities.

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder of Registrable Securities agrees, if requested by the underwriters of an Underwritten Offering, to enter into a customary letter agreement with such underwriters providing such Holder will not effect any public sale or distribution of Registrable Securities during the 60 45 calendar day period beginning on the date of a prospectus or prospectus supplement filed with the Commission with respect to the pricing of any Underwritten Offering, provided that (i) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on the Partnership Company or the officers, directors or any other Affiliate of the Partnership Company on whom a restriction is imposed and (ii) the restrictions set forth in this Section 2.07 shall not apply to any Registrable Securities that are included in such Underwritten Offering by such Holder. In addition, this Section 2.07 shall not apply to any Holder that is not entitled to participate in such Underwritten Offering, whether because such Holder delivered an Opt-Out Notice prior to receiving notice of the Underwritten Offering or because such Holder holds less than $15 million of the then-outstanding Registrable SecuritiesSecurities (based on the Aggregate Purchase Price).

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder of Common Unit Registrable Securities who is participating in an Underwritten Offering and is included in a Registration Statement agrees, if requested by upon the underwriters request of an Underwritten Offeringthe Managing Underwriter, to enter into a customary letter agreement with such underwriters the Underwriters providing that such Holder will not effect any public sale or distribution of Common Unit Registrable Securities during the 60 calendar day period beginning on the date of a prospectus or prospectus supplement filed with the Commission with respect to the pricing of any such Underwritten Offering; provided, provided that however, that, notwithstanding the foregoing, (i) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters Underwriters on the Partnership or the officers, directors or any other Affiliate of the Partnership on whom a restriction is imposed and (ii) the restrictions set forth in this Section 2.07 2.06 shall not apply to any Common Unit Registrable Securities that are included in such Underwritten Offering by such Holder. In addition, this Section 2.07 shall not apply to any Holder that is not entitled to participate in such Underwritten Offering, whether because such Holder delivered an Opt-Out Notice prior to receiving notice of the Underwritten Offering or because such Holder holds less than $15 million of the then-outstanding Registrable Securities.

Restrictions on Public Sale by Holders of Registrable Securities. Each To the extent requested by the Managing Underwriter, each Holder of Registrable Securities agrees, if requested by the underwriters of that participates in an Underwritten Offering, to Offering will enter into a customary letter agreement with such underwriters providing such Holder will not effect any public sale or distribution of Registrable Securities during the 60 calendar calendar-day period beginning on the date of a prospectus or prospectus supplement filed with the Commission SEC with respect to the pricing of any Underwritten Offering, provided that (i) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on the Partnership Corporation or the officers, directors or any other Affiliate of the Partnership Corporation on whom a restriction is imposed and (ii) the restrictions set forth in this Section 2.07 2.03 shall not apply to any Registrable Securities that are included in such Underwritten Offering by such Holder. In addition, this Section 2.07 2.03 shall not apply to any Holder that is not entitled to participate in such Underwritten Offering, whether because such Holder delivered an Opt-Out Notice prior to receiving notice of the Underwritten Offering or because the Registrable Securities held by such Holder holds less than $15 million may be disposed of without restriction pursuant to Rule 144 under the then-outstanding Registrable SecuritiesSecurities Act (or any successor or similar provision adopted by the SEC then in effect).

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder of Registrable Securities agreesagrees with the Partnership, if requested by the underwriters of an Underwritten Offeringunderwriters, to enter into a customary letter lock up agreement with such underwriters of an Underwritten Offering providing such Holder will not effect any public sale or distribution of Registrable Securities during the 60 90 calendar day period beginning on the date of a prospectus or prospectus supplement filed with the Commission with respect to the pricing of any Underwritten Offering, provided that (ia) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on the Partnership or the officers, directors or any other Affiliate of the Partnership on whom a restriction is imposed and (iib) the restrictions set forth in this Section 2.07 shall not apply to any Registrable Securities that are included in such Underwritten Offering by such Holder. In addition, this Section 2.07 shall not apply to any Holder that is not entitled to participate in such Underwritten Offering, whether because such Holder delivered an Opt-Out Notice prior to receiving notice of the Underwritten Offering or because such Holder holds less than $15 5.0 million of the then-outstanding Registrable Securities.

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder of Registrable Securities agrees, if requested by the underwriters of an Underwritten Offering, to enter into a customary letter agreement with such underwriters providing such Holder will not effect any public sale or distribution of Registrable Securities during the 60 calendar day period beginning on the date of a prospectus or prospectus supplement filed with the Commission with respect to the pricing of any Underwritten Offering, provided that (i) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on the Partnership or the officers, directors or any other Affiliate of the Partnership on whom a restriction is imposed and (ii) the restrictions set forth in this Section 2.07 shall not apply to any Registrable Securities that are included in such Underwritten Offering by such Holder. In addition, this Section 2.07 shall not apply to any Holder that is not entitled to participate in such Underwritten Offering, whether because such Holder delivered an Opt-Out Notice prior to receiving notice of the Underwritten Offering or because such Holder holds less than $15 50 million of the then-outstanding Registrable Securities.

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder of Registrable Securities agrees, if requested by the underwriters of in connection with its participation in an Underwritten Offering, to enter into a customary letter agreement with such underwriters providing such Holder will not effect any public sale or distribution of Registrable Securities during the 60 calendar day period beginning on the date of a prospectus or prospectus supplement filed with the Commission with respect to the pricing of any Underwritten Offering, provided provided, however, that (i) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on the Partnership or the officers, directors or any other Affiliate of the Partnership on whom a restriction is imposed and (ii) the restrictions set forth in this Section 2.07 shall not apply to any Registrable Securities that are included in such Underwritten Offering by such Holder. In addition, this Section 2.07 shall not apply to any Holder that is not entitled to participate in such Underwritten Offering, including, without limitation, whether because such Holder delivered an Opt-Out Notice prior to receiving notice of the Underwritten Offering or Offering, because such Holder holds less than $15 20.0 million of the then-outstanding Registrable SecuritiesSecurities (based on the Common Unit Price) or because the Registrable Securities held by such Holder may be disposed of without restriction pursuant to any section of Rule 144 (or any similar provision then in effect) under the Securities Act.

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder of Common Unit Registrable Securities agrees, if requested by the underwriters of that participates in an Underwritten Offering, to Offering will enter into a customary letter agreement with such the underwriters thereof providing such Holder will not effect cause any public sale or distribution of Registrable Securities to occur during the 60 calendar sixty (60) day period beginning on the date of a prospectus or prospectus supplement filed with the Commission SEC with respect to the pricing of any Underwritten Offering, provided that (i) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on the Partnership or the officers, directors or any other Affiliate of the Partnership Partnership, the General Partner or NuStar GP on whom a restriction is imposed and imposed, (ii) the restrictions set forth in this Section 2.07 shall not apply to any Common Unit Registrable Securities that are included in such Underwritten Offering by such Holder. In addition, Holder and (iii) in the event that the restrictions set forth in this Section 2.07 shall not apply are waived with respect to any Holder that is not entitled to participate participant in such Underwritten Offering, whether because such restrictions shall be deemed to have also been waived with respect to each Holder delivered an Opt-Out Notice prior of Common Unit Registrable Securities that participates in such Underwritten Offering, on the same terms as and with respect to receiving notice the same percentage of the Underwritten Offering or because Registrable Securities as those which are subject to such Holder holds less than $15 million of the then-outstanding Registrable Securitieswaiver.

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder of Registrable Securities agrees, if requested by the underwriters of an Underwritten Offering, to enter into a customary letter agreement with such underwriters providing such Holder will not effect any public sale or distribution of the class of Registrable Securities subject to the Underwritten Offering during the 60 sixty (60) calendar day period beginning on the date of a prospectus or prospectus supplement filed with the Commission with respect to the pricing of any Underwritten Offering, provided that (i) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on the Partnership or the officers, directors or any other Affiliate of the Partnership on whom a restriction is imposed and (ii) the restrictions set forth in this Section 2.07 shall not apply to any Registrable Securities that are included in such Underwritten Offering by such Holder. In addition, this Section 2.07 shall not apply to any Holder that is not entitled to participate in such Underwritten Offering, whether because such Holder delivered an Opt-Out Notice prior to receiving notice of the Underwritten Offering or Offering, because such Holder holds less than $15 50.0 million of the then-outstanding Registrable SecuritiesSecurities or because the Registrable Securities held by such Holder may be disposed of without restriction pursuant to any section of Rule 144 (or any similar provision then in effect) under the Securities Act.

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder of Registrable Securities agrees, if requested by the underwriters of participating in an Underwritten Offering, Offering included in a Registration Statement agrees to enter into a customary letter agreement with such underwriters providing that such Holder will not effect any public sale or distribution of Registrable Securities during the 60 45 calendar day period beginning on the date of a prospectus or prospectus supplement filed with the Commission or the Canadian Securities Authorities, as applicable, with respect to the pricing of any such Underwritten Offering; provided, provided however, that (i) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on the Partnership Company or the officers, directors or any other Affiliate of the Partnership Company on whom a restriction is imposed and imposed, (ii) the restrictions set forth in this Section 2.07 2.06 shall not apply to any Registrable Securities that are included in such Underwritten Offering by such Holder. In addition, Holder and (iii) in the event that the restrictions set forth in this Section 2.07 shall not apply 2.06 are waived with respect to any Holder that is not entitled to participate participant in such Underwritten Offering, whether because such restrictions shall be deemed to have also been waived with respect to each Holder delivered an Opt-Out Notice prior of Registrable Securities as those that are subject to receiving notice of the Underwritten Offering or because such Holder holds less than $15 million of the then-outstanding Registrable Securitieswaiver.

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder of Registrable Securities agrees, if requested by the underwriters of that participates in an Underwritten Offering, to Offering will enter into a customary letter agreement with such underwriters providing such Holder will not effect any public sale or distribution of Registrable Securities during the 60 calendar calendar-day period beginning on the date of a prospectus or prospectus supplement filed with the Commission SEC with respect to the pricing of any Underwritten Offering, provided that (i) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on the Partnership or the officers, directors or any other Affiliate of the Partnership or the General Partner on whom a restriction is imposed and (ii) the restrictions set forth in this Section 2.07 shall not apply to any Registrable Securities that are included in such Underwritten Offering by such Holder. In addition, this Section 2.07 shall not apply to any Holder that is not entitled to participate in such Underwritten Offering, whether because such ACTIVE 226509354 Holder delivered an Opt-Out Notice prior to receiving notice of the Underwritten Offering or because the Registrable Securities held by such Holder holds less than $15 million may be disposed of without restriction pursuant to any section of Rule 144 under the then-outstanding Registrable SecuritiesSecurities Act (or any successor or similar provision adopted by the SEC then in effect).

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder of Registrable Securities agrees, if requested by the underwriters of an Underwritten Offering, to enter into a customary letter agreement with such underwriters providing such Holder will not effect any public sale or distribution of Registrable Securities during the 60 calendar day period beginning on the date of a prospectus or prospectus supplement filed with the Commission with respect to the pricing of any Underwritten Offering, provided that (i) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on the Partnership or the officers, directors or any other Affiliate of the Partnership on whom a restriction is imposed and (ii) the restrictions set forth in this Section 2.07 shall not apply to any Registrable Securities that are included in such Underwritten Offering by such Holder. In addition, this Section 2.07 shall not apply to any Holder that is not entitled to participate in such Underwritten Offering, whether because such Holder delivered an Opt-Out Notice prior to receiving notice of the Underwritten Offering or because such Holder holds less than $15 30 million of the then-outstanding Registrable Securities.

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder of Registrable Securities agreesagrees with the Partnership, if requested by the underwriters of an Underwritten Offeringunderwriters, to enter into a customary letter lock up agreement with such underwriters of an Underwritten Offering providing such Holder will not effect any public sale or distribution of Registrable Securities during the 60 90 calendar day period beginning on the date of a prospectus or prospectus supplement filed with the Commission SEC with respect to the pricing of any Underwritten Offering, provided that (ia) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on the Partnership or the officers, directors or any other Affiliate of the Partnership on whom a restriction is imposed and (iib) the restrictions set forth in this Section 2.07 shall not apply to any Registrable Securities that are included in such Underwritten Offering by such Holder. In addition, this Section 2.07 shall not apply to any Holder that is not entitled to participate in such Underwritten Offering, whether because such Holder delivered an Opt-Out Notice prior to receiving notice of the Underwritten Offering or because such Holder holds less than $15 1.0 million of the then-outstanding Registrable Securities.

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder of Registrable Securities agrees, if requested by the underwriters of who is participating in an Underwritten Offering, Offering and is included in a Registration Statement agrees to enter into a customary letter agreement (each, a “Lockup”) with such underwriters providing that such Holder will not effect any public sale or distribution of Registrable Securities a Common Unit during the 60 45 calendar day period beginning on the date of a prospectus or prospectus supplement filed with the Commission with respect to the pricing of any such Underwritten Offering; provided, provided that however, that, notwithstanding the foregoing, (i) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters Underwriters on the Partnership or the officers, directors or any other Affiliate of the Partnership on whom a restriction is imposed and imposed, (ii) the restrictions set forth in this Section 2.07 2.06 shall not apply to any Registrable Securities that are included in such Underwritten Offering by such Holder. In additionHolder and (iii) the Partnership will use commercially reasonable efforts to ensure that each Lockup shall include customary carve-outs, this Section 2.07 shall not apply to including carve-outs for the pledge, hypothecation or other granting of a security interest in Common Units or securities convertible into or exchangeable for shares of Common Units as collateral or security for any Holder that is not entitled to participate in loan, advance or extension of credit and any transfer upon foreclosure upon such Underwritten Offering, whether because Common Units or such Holder delivered an Opt-Out Notice prior to receiving notice of the Underwritten Offering or because such Holder holds less than $15 million of the then-outstanding Registrable Securitiessecurities.

Restrictions on Public Sale by Holders of Registrable Securities. Each During the Effectiveness Period, each Participating Holder of Registrable Securities agrees, if requested by (other than the underwriters of an Underwritten Offering, Sellers) included in a Shelf Registration Statement agrees not to enter into a customary letter agreement with such underwriters providing such Holder will not effect any public sale or distribution of the Registrable Securities during the 60 thirty (30) calendar day period beginning on the date of that a prospectus supplement or other prospectus supplement (including any free writing prospectus) is filed with the Commission with respect to an Underwritten Offering of equity securities of the pricing of any Underwritten OfferingRegistrant for the Registrant’s account; provided, provided that (i) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters Underwriters on the Partnership or the officers, directors or any other Affiliate unitholder of the Partnership Registrant on whom a restriction is imposed and (ii) the restrictions set forth in connection with such public offering; provided, further, that this Section 2.07 2.06 shall not apply to any Registrable Securities that are included in such Underwritten Offering by such Holder. In addition, this Section 2.07 shall not apply to any a Participating Holder that is not entitled to participate in such Underwritten Offering, whether because such Holder delivered an Opt-Out Notice prior to receiving notice of the Underwritten Offering or because such Holder holds less than $15 35 million of Registrable Securities (including Registrable Securities held by Affiliates of a Participating Holder), which value shall be determined by multiplying the then-outstanding number of Registrable SecuritiesSecurities owned by the average of the closing price for Common Units for the ten (10) trading days preceding the date of such filing.

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder of Registrable Securities agrees, if requested by the underwriters of in connection with its participation in an Underwritten Offering, to enter into a customary letter agreement with such underwriters providing such Holder will not effect any public sale or distribution of Registrable Securities during the 60 calendar day period beginning on the date of a prospectus or prospectus supplement filed with the Commission with respect to the pricing of any Underwritten Offering, provided provided, however, that (i) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on the Partnership Company or the officers, directors or any other Affiliate of the Partnership Company on whom a restriction is imposed and (ii) the restrictions set forth in this Section 2.07 shall not apply to any Registrable Securities that are included in such Underwritten Offering by such Holder. In addition, this Section 2.07 shall not apply to any Holder that is not entitled to participate in such Underwritten Offering, including, without limitation, whether because such Holder delivered an Opt-Out Notice prior to receiving notice of the Underwritten Offering or Offering, because such Holder holds less than $15 10.0 million of the then-outstanding Registrable SecuritiesSecurities (based on the Common Share price) or because the Registrable Securities held by such Holder may be disposed of without restriction pursuant to any section of Rule 144 (or any similar provision then in effect) under the Securities Act.

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder of Registrable Securities agrees, if requested by the underwriters of an Underwritten Offering, to enter into a customary letter agreement with such underwriters providing such Holder will not effect any public sale or distribution of Registrable Securities during the 60 calendar day period beginning on the date of a prospectus or prospectus supplement filed with the Commission with respect to the pricing of any Underwritten Offering, provided that (i) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on the Partnership or the officers, directors or any other Affiliate of the Partnership on whom a restriction is imposed and (ii) the restrictions set forth in this Section 2.07 shall not apply to any Registrable Securities that are included in such Underwritten Offering by such Holder. In addition, this Section 2.07 shall not apply to any Holder that is not entitled to participate in such Underwritten Offering, whether because such Holder delivered an Opt-Out Notice prior to receiving notice of the Underwritten Offering or because such Holder holds less than $15 25 million of the then-outstanding Registrable Securities.

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder of Registrable Securities agrees, if requested by the underwriters of an Underwritten Offering, agrees to enter into a customary letter agreement with such underwriters providing such Holder will not effect any public sale or distribution of Registrable Securities during the 60 calendar day period beginning on the date of a prospectus or prospectus supplement filed with the Commission SEC with respect to the pricing of any Underwritten Offering, provided that (i) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on the Partnership or the officers, directors or any other Affiliate of the Partnership on whom a restriction is imposed and (ii) the restrictions set forth in this Section 2.07 shall not apply to any Registrable Securities that are included in such Underwritten Offering by such Holder. In addition, this Section 2.07 shall not apply to any Holder that is not entitled to participate in such Underwritten Offering, whether because such Holder delivered an Opt-Out Notice prior to receiving notice of the Underwritten Offering or because such Holder holds less than $15 10.0 million of the then-outstanding Registrable Securities.

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder who, along with its Affiliates, holds at least [—] million of the then-outstanding Registrable Securities agreesSecurities, if requested by the underwriters of an Underwritten Offeringsubject to adjustment pursuant to Section 3.04, agrees to enter into a customary letter agreement with such underwriters providing such Holder will not effect any public sale or distribution of the Registrable Securities during the 60 90 calendar day period beginning on the date of a prospectus or prospectus supplement filed with the Commission with respect to the pricing of any an Underwritten Offering, provided that (i) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on the Partnership or the officers, directors or any other Affiliate unitholder of the Partnership on whom a restriction is imposed and imposed; (ii) the restrictions set forth in this Section 2.07 2.11 shall not apply to any Registrable Securities that are included redeemed by the Partnership pursuant to a Redemption; and (iii) the restrictions set forth in such Underwritten Offering by such Holder. In addition, this Section 2.07 2.11 shall not apply to any Holder Registrable Securities that is not entitled to participate are otherwise sold in such Underwritten Offering, whether because such Holder delivered connection with an Opt-Out Notice prior to receiving notice of the Underwritten Offering or because such Holder holds less than $15 million of the then-outstanding Registrable Securitiespursuant to this Agreement.