Common use of Underwritten Offering Participation Clause in Contracts

Underwritten Offering Participation. If at any time during the period beginning on the date the Initial Lock-up Period expires and ending on the date the Second Release Date expires, Abraxas proposes to issue and sell shares of Abraxas Common Stock pursuant to a registration statement other than a shelf registration statement or pursuant to a supplement to a shelf registration statement, in either case, for the sale of Abraxas Common Stock in an Underwritten Offering for its own account, then as soon as practicable but not less than ten Business Days prior to the filing of (x) any preliminary prospectus supplement to a prospectus that includes the Abraxas Common Stock, relating to such Underwritten Offering pursuant to Rule 424(b), (y) the prospectus supplement to a prospectus that includes Abraxas Common Stock, relating to such Underwritten Offering pursuant to Rule 424(b) (if no preliminary prospectus supplement is used) or (z) such registration statement, as the case may be (any of the foregoing, a “Piggyback Registration Statement or Prospectus”), Abraxas shall give notice of such proposed Underwritten Offering to the Limited Partners and such notice shall offer the Limited Partners the opportunity to include in such Underwritten Offering such number of Merger Shares as each such Limited Partner may request in writing. Subject to Section 5.2(b), Abraxas shall include in such Underwritten Offering all such Merger Shares with respect to which Abraxas has received requests within five Business Days after Abraxas’ notice has been delivered in accordance with this Section 5.2(b). If no request for inclusion from a Limited Partner is received within the specified time, such Limited Partner shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, Abraxas shall determine for any reason not to undertake or to delay such Underwritten Offering, Abraxas may, at its election, give written notice of such determination to the Limited Partners that have requested to participate in the Underwritten Offer (the “Selling Limited Partners”) and, (i) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Merger Shares included in such offering in connection with such terminated Underwritten Offering, and (ii) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any such Merger Shares for the same period as the delay in the Underwritten Offering. If any Limited Partner disapproves of the terms of an Underwritten Offering, such Holder may elect to withdraw therefrom by written notice to Abraxas of such withdrawal up to and including the time of pricing of such offering. No such withdrawal shall affect Abraxas’ obligation to pay all Registration Expenses as set forth in Section 5.7. This Section 5.2 shall be subject to the underwriting procedures set forth in Sections 5.3(b) and 5.3(c).

Underwritten Offering Participation. If at any time during after the period beginning on closing of the date IPO, the Initial Lock-up Period expires and ending on the date the Second Release Date expires, Abraxas Company proposes to issue and sell shares of Abraxas Common Stock pursuant to file (i) a Shelf Registration Statement or (ii) a registration statement statement, other than a shelf registration statement or pursuant to a supplement to a shelf registration statementShelf Registration Statement, in either case, for the sale of Abraxas Common Stock Units in an Underwritten Offering for its own accountaccount and/or another Person (each, a “Piggyback Registration”), then as soon as practicable but not less than ten (10) Business Days prior to the filing of (x) any preliminary prospectus supplement to a prospectus that includes the Abraxas Common Stock, relating to such Underwritten Offering pursuant to Rule 424(b), (y) the prospectus supplement to a prospectus that includes Abraxas Common Stock, relating to such Underwritten Offering pursuant to Rule 424(b) (if no preliminary prospectus supplement is used) or (z) such registration statement, statement as the case may be (any of be, the foregoing, a “Piggyback Registration Statement or Prospectus”), Abraxas Company shall give notice of such proposed Underwritten Offering to the Limited Partners Holders and such notice shall offer the Limited Partners Holders the opportunity to include in such Underwritten Offering such number of Merger Shares Registrable Securities as each such Limited Partner Holder may request in writing. Subject to Section 5.2(b2.02(c), Abraxas the Company shall include in such Underwritten Offering all such Merger Shares Registrable Securities with respect to which Abraxas the Company has received requests within five (5) Business Days after Abraxas’ the Company’s notice has been delivered in accordance with this Section 5.2(b3.01 (the “Included Registrable Securities”). If no request for inclusion from a Limited Partner Holder is received within the specified time, such Limited Partner Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, Abraxas the Company shall determine for any reason not to undertake or to delay such Underwritten Offering, Abraxas the Company may, at its election, give written notice of such determination to the Limited Partners that have requested to participate in the Underwritten Offer (the “Selling Limited Partners”) Holders and, (i) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Merger Shares included in such offering Included Registrable Securities in connection with such terminated Underwritten Offering, and (ii) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any such Merger Shares Included Registrable Securities for the same period as the delay in the Underwritten Offering. If any Limited Partner disapproves of Any Selling Holder shall have the terms of an Underwritten Offering, such Holder may elect right to withdraw therefrom such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in such offering by giving written notice to Abraxas the Company of such withdrawal up to and including the time of pricing of such offering. No such withdrawal shall affect Abraxas’ obligation to pay all Registration Expenses as set forth in Section 5.7. This Section 5.2 shall be subject to the underwriting procedures set forth in Sections 5.3(b) and 5.3(c).

Underwritten Offering Participation. If at any time during after the period beginning on closing of the date Contribution Agreement, the Initial Lock-up Period expires and ending on the date the Second Release Date expires, Abraxas Company proposes to issue and sell shares of Abraxas Common Stock pursuant to file a registration statement other than a shelf registration statement or pursuant to a supplement to a shelf registration statement, in either case, for the sale of Abraxas Common Stock Units in an Underwritten Offering for its own accountaccount and/or another Person (a “Piggyback Registration”), then as soon as practicable but not less than ten (10) Business Days prior to the filing of (x) any preliminary prospectus supplement to a prospectus that includes the Abraxas Common Stock, relating to such Underwritten Offering pursuant to Rule 424(b), (y) the prospectus supplement to a prospectus that includes Abraxas Common Stock, relating to such Underwritten Offering pursuant to Rule 424(b) (if no preliminary prospectus supplement is used) or (z) such registration statement, statement as the case may be (any of be, the foregoing, a “Piggyback Registration Statement or Prospectus”), Abraxas Company shall give notice of such proposed Underwritten Offering to the Limited Partners Co-Investment and such notice shall offer the Limited Partners Co-Investment the opportunity to include in such Underwritten Offering such number of Merger Shares Registrable Securities as each such Limited Partner Co-Investment may request in writing. Subject to Section 5.2(b2.2(b), Abraxas the Company shall include in such Underwritten Offering all such Merger Shares Registrable Securities with respect to which Abraxas the Company has received requests a request within five (5) Business Days after Abraxas’ the Company’s notice has been delivered in accordance with this Section 5.2(b3.1 (the “Included Registrable Securities”). If no request for inclusion from a Limited Partner is received within the specified time, such Limited Partner Co-Investment shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, Abraxas the Company shall determine for any reason not to undertake or to delay such Underwritten Offering, Abraxas the Company may, at its election, give written notice of such determination to the Limited Partners that have requested to participate in the Underwritten Offer (the “Selling Limited Partners”) Co-Investment and, (i) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Merger Shares included in such offering Included Registrable Securities in connection with such terminated Underwritten Offering, and (ii) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any such Merger Shares Included Registrable Securities for the same period as the delay in the Underwritten Offering. If any Limited Partner disapproves of Co-Investment shall have the terms of an Underwritten Offering, such Holder may elect right to withdraw therefrom its request for inclusion of Registrable Securities in such offering by giving written notice to Abraxas the Company of such withdrawal up to and including the time of pricing of such offering. No such withdrawal shall affect Abraxas’ obligation to pay all Registration Expenses as set forth in Section 5.7. This Section 5.2 shall be subject to the underwriting procedures set forth in Sections 5.3(b) and 5.3(c).

Underwritten Offering Participation. If at any time during after the period beginning on closing of the date IPO, the Initial Lock-up Period expires and ending on the date the Second Release Date expires, Abraxas Corporation proposes to issue and sell shares of Abraxas Common Stock pursuant to file a registration statement (other than a shelf Shelf Registration Statement or registrations on such form(s) solely for registration statement of shares of Class A Common Stock in connection with any employee benefit plan or dividend reinvestment plan or a merger or consolidation), including registrations pursuant to a supplement to a shelf registration statement, in either caseSection 2.03, for the sale of Abraxas Class A Common Stock in an Underwritten Offering for its own accountaccount and/or another Person (each a “Piggyback Registration”), then as soon as practicable but not less than ten 10 Business Days prior to the filing of (x) any preliminary prospectus supplement to a prospectus that includes the Abraxas Common StockRegistrable Securities, relating to such Underwritten Offering pursuant to Rule 424(b), (y) the prospectus supplement to a prospectus that includes Abraxas Common Stockthe Registrable Securities, relating to such Underwritten Offering pursuant to Rule 424(b) (if no preliminary prospectus supplement is used) or (z) such registration statement, as the case may be (any of be, the foregoing, a “Piggyback Registration Statement or Prospectus”), Abraxas Corporation shall give notice of such proposed Underwritten Offering to the Limited Partners Holders and such notice shall offer the Limited Partners Holders the opportunity to include in such Underwritten Offering such number of Merger Shares Registrable Securities as each such Limited Partner Holder may request in writing. Subject to Section 5.2(b2.02(b), Abraxas the Corporation shall include in such Underwritten Offering all such Merger Shares Registrable Securities (as may be cutback below, the “Included Registrable Securities”) with respect to which Abraxas the Corporation has received requests within five Business Days (except in the case of a “bought deal” or an “overnight transaction” where no preliminary prospectus is used, then within one Business Day) after Abraxas’ the Corporation’s notice has been delivered in accordance with this Section 5.2(b)3.01. If no request for inclusion from a Limited Partner Holder is received within the specified time, such Limited Partner Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, Abraxas the Corporation shall determine for any reason not to undertake or to delay such Underwritten Offering, Abraxas may, at its election, the Corporation shall give written notice of such determination to the Limited Partners that have requested to participate in the Underwritten Offer (the “Selling Limited Partners”) Holders and, (i) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Merger Shares included in such offering Included Registrable Securities in connection with such terminated Underwritten Offering, and (ii) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any such Merger Shares Included Registrable Securities for the same period as the delay in the Underwritten Offering. If any Limited Partner disapproves of Any Selling Holder shall have the terms of an Underwritten Offering, such Holder may elect right to withdraw therefrom such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in such offering by giving written notice to Abraxas the Corporation of such withdrawal up to and including the time of pricing of such offering. No such withdrawal shall affect Abraxas’ the Corporation’s obligation to pay any and all Registration Expenses as set forth in Expenses. After the time the Corporation has caused to become effective a Shelf Registration Statement covering all shares to be registered pursuant to Section 5.7. This Section 5.2 2.01 hereof, no Holder shall be subject entitled to participate in any such Underwritten Offering under this Section 2.02(a) unless such Holder and its Affiliates hold at least $15 million of Registrable Securities on the underwriting procedures set forth in Sections 5.3(b) and 5.3(cdate of such notice (determined by multiplying the number of Registrable Securities offered by the average of the closing price for Class A Common Stock for the 10 trading days preceding the date of such notice).

Underwritten Offering Participation. If at any time during after the period beginning on closing of the date Contribution Agreement, the Initial Lock-up Period expires and ending on the date the Second Release Date expires, Abraxas Company proposes to issue and sell shares of Abraxas Common Stock pursuant to file a registration statement other than a shelf registration statement or pursuant to a supplement to a shelf registration statement, in either case, for the sale of Abraxas Common Stock Units in an Underwritten Offering for its own accountaccount and/or another Person (a “Piggyback Registration”), then as soon as practicable but not less than ten (10) Business Days prior to the filing of (x) any preliminary prospectus supplement to a prospectus that includes the Abraxas Common Stock, relating to such Underwritten Offering pursuant to Rule 424(b), (y) the prospectus supplement to a prospectus that includes Abraxas Common Stock, relating to such Underwritten Offering pursuant to Rule 424(b) (if no preliminary prospectus supplement is used) or (z) such registration statement, statement as the case may be (any of be, the foregoing, a “Piggyback Registration Statement or Prospectus”), Abraxas Company shall give notice of such proposed Underwritten Offering to the Limited Partners Montierra and such notice shall offer the Limited Partners Montierra the opportunity to include in such Underwritten Offering such number of Merger Shares Registrable Securities as each such Limited Partner Montierra may request in writing. Subject to Section 5.2(b2.2(b), Abraxas the Company shall include in such Underwritten Offering all such Merger Shares Registrable Securities with respect to which Abraxas the Company has received requests a request within five (5) Business Days after Abraxas’ the Company’s notice has been delivered in accordance with this Section 5.2(b3.1 (the “Included Registrable Securities”). If no request for inclusion from a Limited Partner is received within the specified time, such Limited Partner Montierra shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, Abraxas the Company shall determine for any reason not to undertake or to delay such Underwritten Offering, Abraxas the Company may, at its election, give written notice of such determination to the Limited Partners that have requested to participate in the Underwritten Offer (the “Selling Limited Partners”) Montierra and, (i) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Merger Shares included in such offering Included Registrable Securities in connection with such terminated Underwritten Offering, and (ii) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any such Merger Shares Included Registrable Securities for the same period as the delay in the Underwritten Offering. If any Limited Partner disapproves of Montierra shall have the terms of an Underwritten Offering, such Holder may elect right to withdraw therefrom its request for inclusion of Registrable Securities in such offering by giving written notice to Abraxas the Company of such withdrawal up to and including the time of pricing of such offering. No such withdrawal shall affect Abraxas’ obligation to pay all Registration Expenses as set forth in Section 5.7. This Section 5.2 shall be subject to the underwriting procedures set forth in Sections 5.3(b) and 5.3(c).

Underwritten Offering Participation. If at any time during after the period beginning on closing of the date IPO, the Initial Lock-up Period expires and ending on the date the Second Release Date expires, Abraxas Company proposes to issue and sell shares of Abraxas Common Stock pursuant to a registration statement other than file (i) a shelf registration statement or pursuant to (ii) a supplement to registration statement, other than a shelf registration statement, in either case, for the sale of Abraxas Common Stock Units in an Underwritten Offering for its own accountaccount and/or another Person (each, a “Piggyback Registration”), then as soon as practicable but not less than ten (10) Business Days prior to the filing of (x) any preliminary prospectus supplement to a prospectus that includes the Abraxas Common Stock, relating to such Underwritten Offering pursuant to Rule 424(b), (y) the prospectus supplement to a prospectus that includes Abraxas Common Stock, relating to such Underwritten Offering pursuant to Rule 424(b) (if no preliminary prospectus supplement is used) or (z) such registration statement, statement as the case may be (any of be, the foregoing, a “Piggyback Registration Statement or Prospectus”), Abraxas Company shall give notice of such proposed Underwritten Offering to the Limited Partners Holders and such notice shall offer the Limited Partners Holders the opportunity to include in such Underwritten Offering such number of Merger Shares Registrable Securities as each such Limited Partner Holder may request in writing. Subject to Section 5.2(b2.02(c), Abraxas the Company shall include in such Underwritten Offering all such Merger Shares Registrable Securities with respect to which Abraxas the Company has received requests within five (5) Business Days after Abraxas’ the Company’s notice has been delivered in accordance with this Section 5.2(b3.01 (the “Included Registrable Securities”). If no request for inclusion from a Limited Partner Holder is received within the specified time, such Limited Partner Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, Abraxas the Company shall determine for any reason not to undertake or to delay such Underwritten Offering, Abraxas the Company may, at its election, give written notice of such determination to the Limited Partners that have requested to participate in the Underwritten Offer (the “Selling Limited Partners”) Holders and, (i) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Merger Shares included in such offering Included Registrable Securities in connection with such terminated Underwritten Offering, and (ii) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any such Merger Shares Included Registrable Securities for the same period as the delay in the Underwritten Offering. If any Limited Partner disapproves of Any Selling Holder shall have the terms of an Underwritten Offering, such Holder may elect right to withdraw therefrom such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in such offering by giving written notice to Abraxas the Company of such withdrawal up to and including the time of pricing of such offering. No such withdrawal shall affect Abraxas’ obligation to pay all Registration Expenses as set forth in Section 5.7. This Section 5.2 shall be subject to the underwriting procedures set forth in Sections 5.3(b) and 5.3(c).

Underwritten Offering Participation. If at any time during after the period beginning on closing of an IPO, the date the Initial Lock-up Period expires and ending on the date the Second Release Date expires, Abraxas Partnership proposes to issue and sell shares of Abraxas Common Stock pursuant to file (i) a shelf registration statement or (ii) a registration statement other than a shelf registration statement or pursuant to a supplement to a shelf registration statement, in either case, for the sale of Abraxas Common Stock Units in an Underwritten Offering for its own accountaccount and/or the account of another Person, then as soon as practicable but not less than ten Business Days prior to the filing of (x) any preliminary prospectus supplement to a prospectus that includes the Abraxas Common StockRegistrable Securities, relating to such Underwritten Offering pursuant to Rule 424(b), (y) the prospectus supplement to a prospectus that includes Abraxas Common Stockthe Registrable Securities, relating to such Underwritten Offering pursuant to Rule 424(b) (if no preliminary prospectus supplement is used) or (z) such registration statement, as the case may be (any of the foregoingforegoing registration statements, a “"Piggyback Registration Statement or Prospectus”"), Abraxas the Partnership shall give notice of such proposed Underwritten Offering to the Limited Partners Holders then holding more than $10 million of Registrable Securities (calculated based on the Per Unit Purchase Price of such Common Units) and such notice shall offer the Limited Partners Holders the opportunity to include in such Underwritten Offering such number of Merger Shares Registrable Securities as each such Limited Partner Holder may request in writing. Subject to Section 5.2(b2.02(c), Abraxas the Partnership shall include in such Underwritten Offering all such Merger Shares Registrable Securities with respect to which Abraxas the Partnership has received requests within five Business Days after Abraxas’ the Partnership's notice has been delivered in accordance with this Section 5.2(b)3.01. If no request for inclusion from a Limited Partner Holder is received within the specified time, such Limited Partner Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, Abraxas the Partnership shall determine for any reason not to undertake or to delay such Underwritten Offering, Abraxas the Partnership may, at its election, give written notice of such determination to the Limited Partners that have requested to participate in the Underwritten Offer (the “Selling Limited Partners”) Holders and, (i) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Merger Shares Registrable Securities included in such offering in connection with such terminated Underwritten Offering, and (ii) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any such Merger Shares Registrable Securities for the same period as the delay in the Underwritten Offering. If any Limited Partner Holder disapproves of the terms of an Underwritten Offering, such Holder may elect to withdraw therefrom by written notice to Abraxas the Partnership of such withdrawal up to and including the time of pricing of such offering. No such withdrawal shall affect Abraxas’ the Partnership's obligation to pay all Registration Expenses as set forth in Section 5.7. This Section 5.2 shall be subject to the underwriting procedures set forth in Sections 5.3(b) and 5.3(c)Expenses.

Underwritten Offering Participation. If at any time during after the period beginning on closing of an IPO, the date the Initial Lock-up Period expires and ending on the date the Second Release Date expires, Abraxas Partnership proposes to issue and sell shares of Abraxas Common Stock pursuant to file (i) a shelf registration statement or (ii) a registration statement other than a shelf registration statement or pursuant to a supplement to a shelf registration statement, in either case, for the sale of Abraxas Common Stock Units in an Underwritten Offering for its own accountaccount and/or the account of another Person, then as soon as practicable but not less than ten Business Days prior to the filing of (x) any preliminary prospectus supplement to a prospectus that includes the Abraxas Common StockRegistrable Securities, relating to such Underwritten Offering pursuant to Rule 424(b), (y) the prospectus supplement to a prospectus that includes Abraxas Common Stockthe Registrable Securities, relating to such Underwritten Offering pursuant to Rule 424(b) (if no preliminary prospectus supplement is used) or (z) such registration statement, as the case may be (any of the foregoingforegoing registration statements, a “Piggyback Registration Statement or Prospectus”), Abraxas the Partnership shall give notice of such proposed Underwritten Offering to the Limited Partners Holders then holding more than $10 million of Registrable Securities (calculated based on the Per Unit Purchase Price of such Common Units) and such notice shall offer the Limited Partners Holders the opportunity to include in such Underwritten Offering such number of Merger Shares Registrable Securities as each such Limited Partner Holder may request in writing. Subject to Section 5.2(b2.02(c), Abraxas the Partnership shall include in such Underwritten Offering all such Merger Shares Registrable Securities with respect to which Abraxas the Partnership has received requests within five Business Days after Abraxas’ the Partnership’s notice has been delivered in accordance with this Section 5.2(b)3.01. If no request for inclusion from a Limited Partner Holder is received within the specified time, such Limited Partner Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, Abraxas the Partnership shall determine for any reason not to undertake or to delay such Underwritten Offering, Abraxas the Partnership may, at its election, give written notice of such determination to the Limited Partners that have requested to participate in the Underwritten Offer (the “Selling Limited Partners”) Holders and, (i) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Merger Shares Registrable Securities included in such offering in connection with such terminated Underwritten Offering, and (ii) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any such Merger Shares Registrable Securities for the same period as the delay in the Underwritten Offering. If any Limited Partner Holder disapproves of the terms of an Underwritten Offering, such Holder may elect to withdraw therefrom by written notice to Abraxas the Partnership of such withdrawal up to and including the time of pricing of such offering. No such withdrawal shall affect Abraxas’ the Partnership’s obligation to pay all Registration Expenses as set forth in Section 5.7. This Section 5.2 shall be subject to the underwriting procedures set forth in Sections 5.3(b) and 5.3(c)Expenses.

Underwritten Offering Participation. If at any time during after the period beginning on closing of an IPO, the date the Initial Lock-up Period expires and ending on the date the Second Release Date expires, Abraxas Company proposes to issue and sell shares of Abraxas Common Stock pursuant to a registration statement other than file (i) a shelf registration statement or pursuant to (ii) a supplement to registration statement, other than a shelf registration statement, in either case, for the sale of Abraxas Common Stock Units in an Underwritten Offering for its own accountaccount and/or another Person (each a “Piggyback Registration”), then as soon as practicable but not less than ten Business Days prior to the filing of (x) any preliminary prospectus supplement to a prospectus that includes the Abraxas Common StockRegistrable Securities, relating to such Underwritten Offering pursuant to Rule 424(b), (y) the prospectus supplement to a prospectus that includes Abraxas Common Stockthe Registrable Securities, relating to such Underwritten Offering pursuant to Rule 424(b) (if no preliminary prospectus supplement is used) or (z) such registration statement, statement as the case may be (any of be, the foregoing, a “Piggyback Registration Statement or Prospectus”), Abraxas Company shall give notice of such proposed Underwritten Offering to the Limited Partners Holders and such notice shall offer the Limited Partners Holders the opportunity to include in such Underwritten Offering such number of Merger Shares Registrable Securities as each such Limited Partner Holder may request in writing. Subject to Section 5.2(b2.02(c), Abraxas the Company shall include in such Underwritten Offering all such Merger Shares Registrable Securities with respect to which Abraxas the Company has received requests within five Business Days after Abraxas’ the Company’s notice has been delivered in accordance with this Section 5.2(b)3.01. If no request for inclusion from a Limited Partner Holder is received within the specified time, such Limited Partner Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, Abraxas the Company shall determine for any reason not to undertake or to delay such Underwritten Offering, Abraxas the Company may, at its election, give written notice of such determination to the Limited Partners that have requested to participate in the Underwritten Offer (the “Selling Limited Partners”) Holders and, (i) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Merger Shares included in such offering Included Registrable Securities in connection with such terminated Underwritten Offering, and (ii) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any such Merger Shares Included Registrable Securities for the same period as the delay in the Underwritten Offering. If any Limited Partner Holder disapproves of the terms of an Underwritten Offering, such Holder may elect to withdraw therefrom by written notice to Abraxas the Company and the Managing Underwriter delivered (i) prior to the commencement of such withdrawal any marketing efforts for the Underwritten Offering or (ii) at any time up to and including the time of pricing of the Underwritten Offering if the price to the public at which the Registrable Securities are proposed to sold is (A) less than 95% of average closing price of the Units during the 10 trading days preceding the fourth trading day prior to commencement of the marketing efforts for the Underwritten Offering, if the Units are then publicly traded or (B) less than the lowest price in the initial price range set forth on the cover of the preliminary prospectus for the Underwritten Offering, if the Units are not then publicly traded. The Company will provide notice to the Holders on the second trading day prior to the date of commencement of marketing efforts and the applicable price or price range determined under the immediately preceding sentence. The Holder may agree to waive this right to withdraw with the Company, the underwriters or any custodial agent in any custody agreement and/or power of attorney executed by such offeringHolder in connection with the underwriting. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from such Registration Statement. No such withdrawal shall affect Abraxas’ the Company’s obligation to pay all Registration Expenses as set forth in Section 5.7. This Section 5.2 shall be subject to the underwriting procedures set forth in Sections 5.3(b) and 5.3(c)Expenses.

Underwritten Offering Participation. If at any time during after the period beginning on closing of the date IPO, the Initial Lock-up Period expires and ending on the date the Second Release Date expires, Abraxas Partnership proposes to issue and sell shares of Abraxas Common Stock pursuant to a registration statement other than (i) file a shelf registration statement or pursuant to statement, (ii) file a supplement to registration statement, other than a shelf registration statement, in either case, for the sale of Abraxas Common Stock Units in an Underwritten Offering for its own accountaccount and/or another Person, or (iii) conduct an Underwritten Offering pursuant to Section 2.02 (each a “Piggyback Registration”), then as soon as practicable but not less than ten 10 Business Days prior to the earlier of the commencement of such Underwritten Offering or the filing of (x) any preliminary prospectus supplement to a prospectus that includes the Abraxas Common StockRegistrable Securities, relating to such Underwritten Offering pursuant to Rule 424(b), (y) the prospectus supplement to a prospectus that includes Abraxas Common Stockthe Registrable Securities, relating to such Underwritten Offering pursuant to Rule 424(b) (if no preliminary prospectus supplement is used) or (z) such registration statement, statement as the case may be (any of be, the foregoing, a “Piggyback Registration Statement or Prospectus”), Abraxas Partnership shall give notice of such proposed Underwritten Offering to each Holder who holds at least $2 million of Registrable Securities based on purchase price under the Limited Partners Purchase Agreement and such notice shall offer the Limited Partners such Holder the opportunity to include in such Underwritten Offering such number of Merger Shares Registrable Securities as each such Limited Partner Holder may request in writing. Subject to Section 5.2(b2.01(b), Abraxas the Partnership shall include in such Underwritten Offering all such Merger Shares Registrable Securities with respect to which Abraxas the Partnership has received requests within five Business Days after Abraxas’ the Partnership’s notice has been delivered in accordance with this Section 5.2(b)3.01. If no request for inclusion from a Limited Partner Holder is received within the specified time, such Limited Partner Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, Abraxas the Partnership shall determine for any reason not to undertake or to delay such Underwritten Offering, Abraxas the Partnership may, at its election, give written notice of such determination to the Limited Partners that have requested to participate in the Underwritten Offer (the “Selling Limited Partners”) Holders and, (i) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Merger Shares included in such offering Registrable Securities in connection with such terminated Underwritten Offering, and (ii) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any such Merger Shares included Registrable Securities for the same period as the delay in the Underwritten Offering. If any Limited Partner disapproves of Any Selling Holder shall have the terms of an Underwritten Offering, such Holder may elect right to withdraw therefrom such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in such offering by giving written notice to Abraxas the Partnership of such withdrawal up to and including the time of pricing of such offering. No such withdrawal shall affect Abraxas’ the Partnership’s obligation to pay any and all Registration Expenses as set forth in Section 5.7. This Section 5.2 shall be subject to the underwriting procedures set forth in Sections 5.3(b) and 5.3(c)Expenses.