Common use of Underwritten Offering Piggyback Rights Clause in Contracts

Underwritten Offering Piggyback Rights. If at any time during the Effectiveness Period, Crestwood proposes to file a registration statement (whether for the account of itself or the account of any other security holder) other than (i) the Resale Registration Statement contemplated by Section 3.01(a), (ii) a registration statement or prospectus supplement to a registration statement in connection with registration rights granted pursuant to an agreement existing on the date hereof, (iii) a registration relating solely to employee benefit plans, (iv) a registration relating solely to a Rule 145 transaction or (v) a registration on any registration form that does not permit secondary sales, then as soon as practicable following the engagement of counsel by Crestwood to prepare the documents to be used in connection with an Underwritten Offering, Crestwood shall give notice (including notification by electronic mail) of such proposed Underwritten Offering to each Holder owning more than $10 million of then-outstanding Registrable Securities, calculated on the basis of the Common Unit Price, determined as of the date of such notice, and such notice shall offer each such Holder the opportunity to participate in any Underwritten Offering and to include in such Underwritten Offering such number of Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writing, subject to any registration rights existing prior to the date hereof, and customary underwriter cutbacks; provided, however, that Crestwood shall not be required to provide such opportunity (I) to any such Holder that does not offer a minimum of $10 million of Registrable Securities (based on the Common Unit Price), or (II) to such Holders if Crestwood has been advised by the Managing Underwriter that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing or distribution of the Common Units in the Underwritten Offering, then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 3.04(b). Any notice required to be provided in this Section 3.03(a) to Holders shall be provided on a Business Day pursuant to Section 4.01 and receipt of such notice shall be confirmed by the Holder. The Holder will have two Business Days (or one Business Day in connection with any overnight or bought Underwritten Offering) after notice has been delivered to request in writing the inclusion of Registrable Securities in the Underwritten Offering. If no written request for inclusion from a Holder is received within the specified time, each such 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, Crestwood shall determine for any reason not to undertake or to delay such Underwritten Offering, Crestwood may, at its election, give written notice of such determination to the Selling Holders and, (x) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, and (y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in such Underwritten Offering by giving written notice to Crestwood of such withdrawal at or prior to the time of pricing of such Underwritten Offering. Any Holder may deliver written notice (a “Piggyback Opt-Out Notice”) to Crestwood requesting that such Holder not receive notice from Crestwood of any proposed Underwritten Offering; provided, however, that such Holder may later revoke any such Piggyback Opt-Out Notice in writing. Following receipt of a Piggyback Opt-Out Notice from a Holder (unless subsequently revoked), Crestwood shall not be required to deliver any notice to such Holder pursuant to this Section 3.03(a) and such Holder shall no longer be entitled to participate in Underwritten Offerings by Crestwood pursuant to this Section 3.03(a).

Underwritten Offering Piggyback Rights. If Except as provided in Section 2.02(b), if at any time the Partnership proposes to file (i) during any time in which the Purchaser has the right to request the filing of a Shelf Registration Statement pursuant to Section 2.01, a registration statement, other than a shelf registration statement, or (ii) during any Effectiveness Period, Crestwood proposes a prospectus supplement to file a an effective shelf registration statement (whether for the account of itself or the account of any other security holder) statement, other than (i) the Resale a Shelf Registration Statement contemplated by Section 3.01(a2.01, in either case (i) or (ii), (ii) a registration statement or prospectus supplement to a registration statement for the sale of Common Units in connection with registration rights granted pursuant to an agreement existing on the date hereofUnderwritten Offering for its own account, (iii) a registration relating solely to employee benefit plansthen, (iv) a registration relating solely to a Rule 145 transaction or (v) a registration on any registration form that does not permit secondary sales, then as soon as practicable following but not less than three Business Days prior to the engagement filing of counsel by Crestwood (A) any preliminary prospectus supplement relating to prepare such Underwritten Offering pursuant to Rule 424(b) of the documents Securities Act, (B) the prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(b) of the Securities Act (if no preliminary prospectus supplement is used) or (C) such registration statement (other than a shelf registration statement), as the case may be used in connection with (an “Underwritten OfferingOffering Filing”), Crestwood the Partnership shall give notice (including notification by electronic mail) of such proposed Underwritten Offering to each Holder owning more than $10 million of then-outstanding Registrable Securities, calculated on the basis of the Common Unit Price, determined as of the date of such notice, Holders and such notice shall offer each such Holder the Holders the opportunity to participate in any Underwritten Offering and to include in such Underwritten Offering such number of Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writing, subject to any registration rights existing prior to the date hereof, and customary underwriter cutbackswriting (a “Piggyback Offering”); provided, however, that Crestwood the Partnership shall not be required to provide offer such opportunity to Holders if (Iaa) to any such Holder that does the Holders do not offer a minimum of $10 million of Registrable Securities, in the aggregate (determined by multiplying the number of Registrable Securities (based on held by the participating Holders by the average of the closing price for Common Unit Price), Units for the 10 trading days preceding the date of such notice) or (IIbb) to such Holders if Crestwood the Partnership has been advised by the Managing Underwriter that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing or distribution of the Common Units Units, in the Underwritten Offering, then which case the amount of Registrable Securities to be offered for the accounts of participating Holders shall be determined based on the provisions of Section 3.04(b)2.02(c) of this Agreement. Any notice required Each Holder shall keep any information relating to be any such Underwritten Offering confidential and shall not disseminate or in any way disclose such information. Except as provided in this Section 3.03(a) to Holders 2.02(b), each Holder shall be provided on a Business Day pursuant to Section 4.01 and receipt of such notice shall be confirmed by the Holder. The Holder will then have two Business Days (or one Business Day in connection with any overnight or bought Underwritten Offering) after from the date of such notice has been delivered to request in writing the inclusion of its Registrable Securities in the Underwritten Piggyback Offering. If no written request for inclusion from a Holder is received within the specified time, each such Holder shall have no further right to participate in such Underwritten Piggyback 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, Crestwood the Partnership shall determine for any reason not to undertake or to delay such Underwritten Offering, Crestwood may, at its election, the Partnership shall give written notice of such determination to the Selling Holders and, (x) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, and (y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in of the Underwritten Offering. Any Selling Holder shall have the right to withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in such Underwritten Offering by giving written notice to Crestwood the Partnership of such withdrawal at or least one Business Day prior to the time of pricing of such Underwritten Offering. Any Each Holder’s rights under this Section 2.02(a) shall terminate when such Holder holds less than $10 million of Registrable Securities (based on the Unit Purchase Price). Notwithstanding the foregoing, any Holder may deliver written notice (a an “Piggyback Opt-Out Notice”) to Crestwood the Partnership requesting that such Holder not receive notice from Crestwood the Partnership of any proposed Underwritten Offering; provided, however, that such Holder may later revoke any such Piggyback Opt-Out Notice in writing. Following receipt of a Piggyback Opt-Out Notice from a Holder (unless subsequently revoked), Crestwood shall not be required to deliver any notice to such Holder pursuant to this Section 3.03(a) and such Holder shall no longer be entitled to participate in Underwritten Offerings by Crestwood pursuant to this Section 3.03(a).

Underwritten Offering Piggyback Rights. If at any time during the Effectiveness Period, Crestwood Period PNG proposes to file a registration statement (whether for the account of itself or the account of any other security holder) other than (i) the Resale a prospectus supplement to an effective shelf registration statement, other than a Shelf Registration Statement contemplated by Section 3.01(a)2.01, or (ii) a registration statement or prospectus supplement to statement, other than a registration statement Shelf Registration Statement, in connection with registration rights granted pursuant to either case, for the sale of Common Units in an agreement existing on the date hereofUnderwritten Offering for its own account, (iii) a registration relating solely to employee benefit plansthen, (iv) a registration relating solely to a Rule 145 transaction or (v) a registration on any registration form that does not permit secondary sales, then as soon as practicable following but not less than three (3) Business Days prior to the engagement filing of counsel by Crestwood (A) any preliminary prospectus supplement relating to prepare such Underwritten Offering pursuant to Rule 424(b) of the documents Securities Act or (B) the prospectus supplement relating to be used in connection with an such Underwritten OfferingOffering pursuant to Rule 424(b) of the Securities Act (if no preliminary prospectus supplement is used), Crestwood PNG shall give notice (including notification by electronic mail) of such proposed Underwritten Offering to each Holder owning that then owns more than $10 25 million in aggregate principal amount of then-outstanding Registrable Securities, calculated Purchased Units based on the basis of the Common Unit Price, determined as of the date of such notice, Purchase Price and such notice shall offer each such Holder the Holders the opportunity to participate in any Underwritten Offering and to include in such Underwritten Offering such number of Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writing, subject to any registration rights existing prior to the date hereof, and customary underwriter cutbackswriting (a “Piggyback Offering”); provided, however, that Crestwood PNG shall not be required to provide offer such opportunity to Holders if (Iaa) to any such Holder that does the Holders do not offer a minimum of $10 25 million of Registrable Securities, in the aggregate (determined by multiplying the number of Registrable Securities (based held by the participating Holders by the average of the closing price on the NYSE for Common Unit Price), Units for the ten (10) trading days preceding the date of such notice) or (IIbb) to such Holders if Crestwood PNG has been advised by the Managing Underwriter that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing or distribution of the Common Units Units, in the Underwritten Offering, then which case the amount of Registrable Securities to be offered for the accounts of participating Holders shall be determined based on the provisions of Section 3.04(b)2.02(b) of this Agreement. Any notice required Each Holder shall keep any information relating to be provided any such Underwritten Offering confidential and shall not disseminate or in this Section 3.03(aany way disclose such information. Each Holder shall then have twelve (12) to Holders shall be provided on a Business Day pursuant to Section 4.01 and receipt hours from the date of such notice shall be confirmed by the Holder. The Holder will have two Business Days (or one Business Day in connection with any overnight or bought Underwritten Offering) after notice has been delivered to request in writing the inclusion of its Registrable Securities in the Underwritten Piggyback Offering. If no written request for inclusion from a Holder is received within the specified time, each such Holder shall have no further right to participate in such Underwritten Piggyback 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, Crestwood PNG shall determine for any reason not to undertake or to delay such Underwritten Offering, Crestwood may, at its election, PNG shall give written notice of such determination to the Selling Holders and, (x) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, and (y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in of the Underwritten Offering. Any Selling Holder shall have the right to withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in such Underwritten Offering by giving written notice to Crestwood PNG of such withdrawal at or least one (1) Business Day prior to the time of pricing of such Underwritten Offering. Any Each Holder’s rights under this Section 2.02(a) shall terminate when such Holder holds less than $25 million of Registrable Securities. Notwithstanding the foregoing, any Holder may deliver written notice (a an “Piggyback Opt-Out Notice”) to Crestwood PNG requesting that such Holder not receive notice from Crestwood PNG of any proposed Underwritten Offering; provided, however, that such Holder may later revoke any such Piggyback Opt-Out Notice in writing. Following receipt of a Piggyback The Holders listed on Schedule 2.02(a) shall be deemed to have delivered an Opt-Out Notice from a Holder (unless subsequently revoked), Crestwood shall not be required to deliver any notice to such Holder pursuant to this Section 3.03(a) and such Holder shall no longer be entitled to participate in Underwritten Offerings by Crestwood pursuant to this Section 3.03(a)as of the date hereof.

Underwritten Offering Piggyback Rights. If at any time during (a) Subject to the Effectiveness Periodterms and conditions of this Agreement, Crestwood whenever the Company proposes to file a registration statement (whether for sell Common Stock in any underwritten public offering registered under the account of itself or the account of any other security holder) other than Securities Act, at least seven Business Days prior to (i) the Resale Registration Statement contemplated by Section 3.01(a), Offering Launch Date for such offering or (ii) if a Resale Shelf Registration Statement (or other registration statement registering the resale of all of a Holder’s Registrable Securities) is not effective, filing a registration statement or prospectus supplement with respect to a registration statement in connection with registration rights granted pursuant to an agreement existing on proposed underwritten offering of Common Stock, the date hereof, (iii) a registration relating solely to employee benefit plans, (iv) a registration relating solely to a Rule 145 transaction or (v) a registration on any registration form that does not permit secondary sales, then as soon as practicable following the engagement of counsel by Crestwood to prepare the documents to be used in connection with an Underwritten Offering, Crestwood Company shall give written notice (including notification by electronic mail) of such proposed Underwritten underwritten offering to all Holders (the “Offering to each Holder owning more than $10 million of then-outstanding Registrable SecuritiesNotice”), calculated on the basis of the Common Unit Price, determined as of the date of such notice, and such which notice shall offer each such Holder the Holders the opportunity to participate in any Underwritten Offering and to include in such Underwritten Offering such number of shares of Registrable Securities (in the “Included Registrable Securities”) offering as each such Holder may request (“Piggyback Rights”). Subject to Section 2.5, each Holder will have the right to include in writingsuch underwritten offering (and registration statement, subject if applicable) any Registrable Securities requested to any registration rights existing prior be included by such Holder by notice to the date hereof, and customary underwriter cutbacksCompany provided within five (5) Business Days after the Company provides the Offering Notice; provided, however, provided that Crestwood shall the Company will not be required to provide such opportunity (I) to any such Holder that does not offer include a minimum of $10 million of Registrable Securities (based on the Common Unit Price), or (II) to such Holders if Crestwood has been advised by the Managing Underwriter that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing or distribution of the Common Units in the Underwritten Offering, then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 3.04(b). Any notice required to be provided in this Section 3.03(a) to Holders shall be provided on a Business Day pursuant to Section 4.01 and receipt of such notice shall be confirmed by the Holder. The Holder will have two Business Days (or one Business Day in connection with any overnight or bought Underwritten Offering) after notice has been delivered to request in writing the inclusion of Registrable Securities in the Underwritten Offering. If no written request for inclusion from a Holder is received within the specified time, each such 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, Crestwood shall determine for any reason not to undertake or to delay such Underwritten Offering, Crestwood may, at its election, give written notice of such determination to the Selling Holders and, (x) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, and (y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in any such Underwritten offering if such Holder has not provided to the Company, in writing within such five (5) Business Day period, such information regarding such Holder (including such Holder’s ownership of securities of the Company) as the Company may reasonably request in the Offering Notice. The Holders will also have corresponding Piggyback Rights with respect to any underwritten offering of Common Stock held by giving written notice any other stockholder that is registered under the Securities Act, and in any agreement relating to Crestwood such registration or registration rights of such withdrawal at or prior to other stockholder, the time of pricing of Company shall provide for such Underwritten OfferingPiggyback Rights for the Holders. Any Each Holder may deliver written notice (a “Piggyback Opt-Out Notice”) to Crestwood requesting agrees that such Holder not receive notice from Crestwood will treat as confidential the receipt of any proposed Underwritten Offering; providedOffering Notice and shall not disclose or use the information contained in such Offering Notice without the prior written consent of the Company until such time as the information contained therein is or becomes available to the public generally, however, other than as a result of disclosure by a Holder in breach of the terms of this Agreement. The Company agrees that such Holder may later revoke any such Piggyback Opt-Out it will not deliver an Offering Notice in writing. Following receipt for at least five (5) Business Days following the expiration of a Piggyback Opt-Out Notice from a Holder (unless subsequently revoked), Crestwood shall not be required Suspension Period in order to give the Holders an opportunity to deliver any notice a Demand Notice or Underwritten Offering Demand Notice, except for the commencement of an underwritten offering that relates to a transaction the negotiation or existence of which precipitated the Suspension Notice relating to such Holder pursuant to this Section 3.03(a) and such Holder shall no longer be entitled to participate in Underwritten Offerings by Crestwood pursuant to this Section 3.03(a)Suspension Period.

Underwritten Offering Piggyback Rights. If Except as provided in Section 2.02(b), if at any time the Partnership proposes to file (i) during any time in which Vitol or Charlesbank have the right to request the filing of a Shelf Registration Statement pursuant to Section 2.01, a registration statement, other than a shelf registration statement, or (ii) during any Effectiveness Period, Crestwood proposes a prospectus supplement to file a an effective shelf registration statement (whether for the account of itself or the account of any other security holder) statement, other than (i) the Resale a Shelf Registration Statement contemplated by Section 3.01(a2.01, in either case (i) or (ii), (ii) a registration statement or prospectus supplement to a registration statement for the sale of Common Units in connection with registration rights granted pursuant to an agreement existing on the date hereofUnderwritten Offering for its own account, (iii) a registration relating solely to employee benefit plansthen, (iv) a registration relating solely to a Rule 145 transaction or (v) a registration on any registration form that does not permit secondary sales, then as soon as practicable following but not less than three (3) Business Days prior to the engagement filing of counsel by Crestwood (A) any preliminary prospectus supplement relating to prepare such Underwritten Offering pursuant to Rule 424(b) of the documents Securities Act, (B) the prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(b) of the Securities Act (if no preliminary prospectus supplement is used) or (C) such registration statement (other than a shelf registration statement), as the case may be used in connection with (an “Underwritten OfferingOffering Filing”), Crestwood the Partnership shall give notice (including notification by electronic mail) of such proposed Underwritten Offering to each Holder owning more than $10 million of then-outstanding Registrable Securities, calculated on the basis of the Common Unit Price, determined as of the date of such notice, Holders and such notice shall offer each such Holder the Holders the opportunity to participate in any Underwritten Offering and to include in such Underwritten Offering such number of Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writing, subject to any registration rights existing prior to the date hereof, and customary underwriter cutbackswriting (a “Piggyback Offering”); provided, however, that Crestwood the Partnership shall not be required to provide offer such opportunity to Holders if (Iaa) to any such Holder that does the Holders do not offer a minimum of $10 million of Registrable Securities, in the aggregate (determined by multiplying the number of Registrable Securities owned by the average of the closing price for Common Units for the ten (based on 10) trading days preceding the Common Unit Price), date of such notice) or (IIbb) to such Holders if Crestwood the Partnership has been advised by the Managing Underwriter that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing or distribution of the Common Units Units, in the Underwritten Offering, then which case the amount of Registrable Securities to be offered for the accounts of participating Holders shall be determined based on the provisions of Section 3.04(b)2.02(c) of this Agreement. Any notice required Each Holder shall keep any information relating to be any such Underwritten Offering confidential and shall not disseminate or in any way disclose such information. Except as provided in this Section 3.03(a2.02(b), each Holder shall then have two (2) to Holders shall be provided on a Business Day pursuant to Section 4.01 and receipt Days from the date of such notice shall be confirmed by the Holder. The Holder will have two Business Days (or one Business Day in connection with any overnight or bought Underwritten Offering) after notice has been delivered to request in writing the inclusion of its Registrable Securities in the Underwritten Piggyback Offering. If no written request for inclusion from a Holder is received within the specified time, each such Holder shall have no further right to participate in such Underwritten Piggyback 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, Crestwood the Partnership shall determine for any reason not to undertake or to delay such Underwritten Offering, Crestwood may, at its election, the Partnership shall give written notice of such determination to the Selling Holders and, (x) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, and (y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in of the Underwritten Offering. Any Selling Holder shall have the right to withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in such Underwritten Offering by giving written notice to Crestwood the Partnership of such withdrawal at or least one (1) Business Day prior to the time of pricing of such Underwritten Offering. Any Each Holder’s rights under this Section 2.02(a) shall terminate when such Holder holds less than $10 million of Registrable Securities (based on the Unit Purchase Price). Notwithstanding the foregoing, any Holder may deliver written notice (a an “Piggyback Opt-Out Notice”) to Crestwood the Partnership requesting that such Holder not receive notice from Crestwood the Partnership of any proposed Underwritten Offering; provided, however, that such Holder may later revoke any such Piggyback Opt-Out Notice in writing. Following receipt of a Piggyback Opt-Out Notice from a Holder (unless subsequently revoked), Crestwood shall not be required to deliver any notice to such Holder pursuant to this Section 3.03(a) and such Holder shall no longer be entitled to participate in Underwritten Offerings by Crestwood pursuant to this Section 3.03(a).

Underwritten Offering Piggyback Rights. If Except as provided in Section 4.2(b), if at any time during any Effectiveness Period the Effectiveness Period, Crestwood Registrant proposes to file a registration statement (whether for the account of itself or the account of any other security holder) other than (i) the Resale a prospectus supplement to an effective shelf registration statement, other than a Shelf Registration Statement contemplated by Section 3.01(a)4.1, or (ii) a registration statement statement, other than a Shelf Registration Statement, in either case, for the sale of Common Stock in an underwritten offering on a firm commitment or prospectus supplement to a registration statement in connection with registration rights granted pursuant to best efforts basis (an agreement existing on the date hereof“Underwritten Offering”) for its own account, (iii) a registration relating solely to employee benefit plansthen, (iv) a registration relating solely to a Rule 145 transaction or (v) a registration on any registration form that does not permit secondary sales, then as soon as practicable following but not less than ten (10) Business Days prior to the engagement filing of counsel by Crestwood (A) any preliminary prospectus supplement relating to prepare such Underwritten Offering pursuant to Rule 424(b) of the documents Securities Act, (B) the prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(b) of the Securities Act (if no preliminary prospectus supplement is used) or (C) such registration statement (other than a Shelf Registration Statement), as the case may be used in connection with (an “Underwritten OfferingOffering Filing”), Crestwood the Registrant shall give notice (including notification by electronic mail) of such proposed Underwritten Offering to each Holder owning more than $10 million of then-outstanding Registrable Securitiesthe Holders (including, calculated on the basis of the Common Unit Pricebut not limited to, determined as of the date of such notice, notice by electronic mail) and such notice shall offer each such Holder the Holders the opportunity to participate in any Underwritten Offering and to include in such Underwritten Offering such number of Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writingwriting (a “Piggyback Offering”). Notwithstanding the foregoing, subject to any registration rights existing prior to if the date hereof, and customary underwriter cutbacks; provided, however, that Crestwood shall not be required to provide such opportunity (I) to any such Holder that does not offer a minimum of $10 million of Registrable Securities (based on the Common Unit Price), or (II) to such Holders if Crestwood Registrant has been advised by the Managing Underwriter that the inclusion of Registrable Securities for sale for the benefit account of the Participating Holders will is likely to have an adverse effect on the price, timing or distribution of the Common Units in the Underwritten OfferingStock, then the amount of Registrable Securities to be offered for the accounts of Participating Holders shall be determined based on the provisions of Section 3.04(b)4.2(c) of this Agreement. Any notice required Each Holder shall keep all information relating to be any such Underwritten Offering confidential and shall not disseminate or in any way disclose such information. Except as provided in this Section 3.03(a4.2(b), each Holder shall then have two (2) to Holders shall be provided on a Business Day pursuant to Section 4.01 and receipt Days from the date of such notice shall be confirmed by the Holder. The Holder will have two Business Days (or one Business Day in connection with any overnight or bought Underwritten Offering) after notice has been delivered to request in writing the inclusion of its Registrable Securities in the Underwritten Piggyback Offering. If no written request for inclusion from a Holder is received within the specified time, each then such Holder shall have no further right to participate in such Underwritten Piggyback 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, Crestwood the Registrant shall determine for any reason not to undertake or to delay such Underwritten Offering, Crestwood may, at its election, the Registrant shall give written notice of such determination to the Selling Participating Holders and, (x) in the case of a determination not to undertake such Underwritten Offering, and shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, and (y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the delayed or abandoned Underwritten Offering. Any Selling Participating Holder shall have the right to withdraw such Selling Participating Holder’s request for inclusion of such Selling Participating Holder’s Registrable Securities in such Underwritten Offering by giving written notice to Crestwood the Registrant of such withdrawal at or least three (3) Business Day prior to the time of pricing of the underwriters expect to commence marketing such Underwritten Offering. Any Each Holder’s rights under this Section 4.2(a) shall terminate when such Holder holds less than $15 million of Registrable Securities (based on the Market Price). Notwithstanding the foregoing, any Holder may deliver written notice (a an “Piggyback Opt-Out Notice”) to Crestwood the Registrant requesting that such Holder not receive notice from Crestwood the Registrant of any proposed Underwritten Offering; provided, however, that such Holder may later revoke any such Piggyback Opt-Out Notice in writing. Following receipt of a Piggyback Opt-Out Notice from a Holder (unless subsequently revoked), Crestwood shall not be required to deliver any notice to such Holder pursuant to this Section 3.03(a) and such Holder shall no longer be entitled to participate in Underwritten Offerings by Crestwood pursuant to this Section 3.03(a).

Underwritten Offering Piggyback Rights. If Except as provided in Section 2.02(b), if at any time during the any Effectiveness Period, Crestwood Period Copano proposes to file a registration statement (whether for the account of itself or the account of any other security holder) other than (i) the Resale a prospectus supplement to an effective shelf registration statement, other than a Shelf Registration Statement contemplated by Section 3.01(a)2.01, or (ii) a registration statement or prospectus supplement to statement, other than a shelf registration statement statement, in connection with registration rights granted pursuant to either case, for the sale of Common Units in an agreement existing on the date hereofUnderwritten Offering for its own account, (iii) a registration relating solely to employee benefit plansthen, (iv) a registration relating solely to a Rule 145 transaction or (v) a registration on any registration form that does not permit secondary sales, then as soon as practicable following but not less than three (3) Business Days prior to the engagement filing of counsel by Crestwood (A) any preliminary prospectus supplement relating to prepare such Underwritten Offering pursuant to Rule 424(b) of the documents Securities Act, (B) the prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(b) of the Securities Act (if no preliminary prospectus supplement is used) or (C) such registration statement (other than a shelf registration statement), as the case may be used in connection with (an “Underwritten OfferingOffering Filing”), Crestwood Copano shall give notice (including notification by electronic mail) of such proposed Underwritten Offering to each Holder owning more than $10 million of then-outstanding Registrable Securities, calculated on the basis of the Common Unit Price, determined as of the date of such notice, Holders and such notice shall offer each such Holder the Holders the opportunity to participate in any Underwritten Offering and to include in such Underwritten Offering such number of Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writing, subject to any registration rights existing prior to the date hereof, and customary underwriter cutbackswriting (a “Piggyback Offering”); provided, however, that Crestwood Copano shall not be required to provide offer such opportunity to Holders if (Iaa) to any such Holder that does the Holders do not offer a minimum of $10 15 million of Registrable Securities, in the aggregate (determined by multiplying the number of Registrable Securities held by the participating Holdings by the average of the closing price on NASDAQ for Common Units for the ten (based on 10) trading days preceding the Common Unit Price), date of such notice) or (IIbb) to such Holders if Crestwood Copano has been advised by the Managing Underwriter that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing or distribution of the Common Units Units, in the Underwritten Offering, then which case the amount of Registrable Securities to be offered for the accounts of participating Holders shall be determined based on the provisions of Section 3.04(b)2.02(c) of this Agreement. Any notice required Each Holder shall keep any information relating to be any such Underwritten Offering confidential and shall not disseminate or in any way disclose such information. Except as provided in this Section 3.03(a2.02(b), each Holder shall then have two (2) to Holders shall be provided on a Business Day pursuant to Section 4.01 and receipt Days from the date of such notice shall be confirmed by the Holder. The Holder will have two Business Days (or one Business Day in connection with any overnight or bought Underwritten Offering) after notice has been delivered to request in writing the inclusion of its Registrable Securities in the Underwritten Piggyback Offering. If no written request for inclusion from a Holder is received within the specified time, each such Holder shall have no further right to participate in such Underwritten Piggyback 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, Crestwood Copano shall determine for any reason not to undertake or to delay such Underwritten Offering, Crestwood may, at its election, Copano shall give written notice of such determination to the Selling Holders and, (x) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, and (y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in of the Underwritten Offering. Any Selling Holder shall have the right to withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in such Underwritten Offering by giving written notice to Crestwood Copano of such withdrawal at or least one (1) Business Day prior to the time of pricing of such Underwritten Offering. Any Each Holder’s rights under this Section 2.02(a) shall terminate when such Holder holds less than $30 million of Registrable Securities (based on the Unit Purchase Price). Notwithstanding the foregoing, any Holder may deliver written notice (a an “Piggyback Opt-Out Notice”) to Crestwood Copano requesting that such Holder not receive notice from Crestwood Copano of any proposed Underwritten Offering; provided, however, that such Holder may later revoke any such Piggyback Opt-Out Notice in writing. Following receipt of a Piggyback Opt-Out Notice from a Holder (unless subsequently revoked), Crestwood shall not be required to deliver any notice to such Holder pursuant to this Section 3.03(a) and such Holder shall no longer be entitled to participate in Underwritten Offerings by Crestwood pursuant to this Section 3.03(a).

Underwritten Offering Piggyback Rights. If Except as provided in Section 2.02(b), if at any time during the any Effectiveness Period, Crestwood Period Southcross proposes to file a registration statement (whether for the account of itself or the account of any other security holder) other than (i) the Resale a prospectus supplement to an effective shelf registration statement, other than a Shelf Registration Statement contemplated by Section 3.01(a)2.01, or (ii) a registration statement or prospectus supplement to statement, other than a shelf registration statement statement, in connection with registration rights granted pursuant to either case, for the sale of Common Units in an agreement existing on the date hereofUnderwritten Offering for its own account, (iii) a registration relating solely to employee benefit plansthen, (iv) a registration relating solely to a Rule 145 transaction or (v) a registration on any registration form that does not permit secondary sales, then as soon as practicable following but not less than three (3) Business Days prior to the engagement filing of counsel by Crestwood (A) any preliminary prospectus supplement relating to prepare such Underwritten Offering pursuant to Rule 424(b) of the documents Securities Act, (B) the prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(b) of the Securities Act (if no preliminary prospectus supplement is used) or (C) such registration statement (other than a shelf registration statement), as the case may be used in connection with (an “Underwritten OfferingOffering Filing”), Crestwood Southcross shall give notice (including notification by electronic mail) of such proposed Underwritten Offering to each Holder owning more than $10 million of then-outstanding Registrable Securities, calculated on the basis of the Common Unit Price, determined as of the date of such notice, Holders and such notice shall offer each such Holder the Holders the opportunity to participate in any Underwritten Offering and to include in such Underwritten Offering such number of Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writing, subject to any registration rights existing prior to the date hereof, and customary underwriter cutbackswriting (a “Piggyback Offering”); provided, however, that Crestwood Southcross shall not be required to provide such opportunity include any Registrable Securities if (Iaa) to any such Holder that does the Holders do not offer a minimum of at least $10 5 million of the then outstanding Registrable Securities (based on the Common Unit Price), or (IIbb) to such Holders if Crestwood Southcross has been advised by the Managing Underwriter that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing or distribution of the Common Units Units, in the Underwritten Offering, then which case the amount of Registrable Securities to be offered for the accounts of participating Holders shall be determined based on the provisions of Section 3.04(b)2.02(c) of this Agreement. Any notice required Each Holder shall keep any information relating to be any such Underwritten Offering confidential and shall not disseminate or in any way disclose such information. Except as provided in this Section 3.03(a2.02(b), each Holder shall then have two (2) to Holders shall be provided on a Business Day pursuant to Section 4.01 and receipt Days from the date of such notice shall be confirmed by the Holder. The Holder will have two Business Days (or one Business Day in connection with any overnight or bought Underwritten Offering) after notice has been delivered to request in writing the inclusion of its Registrable Securities in the Underwritten Piggyback Offering. If no written request for inclusion from a Holder is received within the specified time, each such Holder shall have no further right to participate in such Underwritten Piggyback 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, Crestwood Southcross shall determine for any reason not to undertake or to delay such Underwritten Offering, Crestwood may, at its election, Southcross shall give written notice of such determination to the Selling Holders and, (x) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, and (y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in of the Underwritten Offering. Any Selling Holder shall have the right to withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in such Underwritten Offering by giving written notice to Crestwood Southcross of such withdrawal at or least one (1) Business Day prior to the time of pricing of such Underwritten Offering. Any Each Holder’s rights under this Section 2.02(a) shall terminate when such Holder holds less than a majority of the then outstanding Registrable Securities. Notwithstanding the foregoing, any Holder may deliver written notice (a an “Piggyback Opt-Out Notice”) to Crestwood Southcross requesting that such Holder not receive notice from Crestwood Southcross of any proposed Underwritten Offering; provided, however, that such Holder may later revoke any such Piggyback Opt-Out Notice in writing. Following receipt of a Piggyback Opt-Out Notice from a Holder (unless subsequently revoked), Crestwood shall not be required to deliver any notice to such Holder pursuant to this Section 3.03(a) and such Holder shall no longer be entitled to participate in Underwritten Offerings by Crestwood pursuant to this Section 3.03(a).

Underwritten Offering Piggyback Rights. If at any time during the Effectiveness Period, Crestwood proposes to file (i) a registration statement (whether for the account of itself or the account of any other security holder) other than (i) the Resale Registration Statement contemplated by Section 3.01(a2.1(a), or (ii) a prospectus supplement to an effective registration statement, so long as Crestwood is a WKSI at such time or, whether or not Crestwood is a WKSI, so long as the Registrable Securities were previously included in the underlying shelf registration statement or prospectus supplement to are included on an effective Resale Registration Statement, or in any case in which Holders may participate in such offering without the filing of a registration statement post-effective amendment, in connection with registration rights granted pursuant to each case, for the sale of CMLP Units in an agreement existing on the date hereofUnderwritten Offering for its own account and/or another Person, other than (iiiA) a registration relating solely to employee benefit plans, (ivB) a registration relating solely to a Rule 145 transaction transaction, or (vC) a registration on any registration form that does not permit secondary sales, then as soon as practicable following the engagement of counsel by Crestwood to prepare the documents to be used in connection with an Underwritten Offering, Crestwood shall give notice (including notification by electronic mail) of such proposed Underwritten Offering to each Holder owning more than $10 10.0 million of then-outstanding Registrable Securities, calculated on the basis of the Common Unit Redemption Price, determined as of the date of such notice, and such notice shall offer each such Holder the opportunity to participate in any Underwritten Offering and to include in such Underwritten Offering such number of Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writing, subject to any registration rights existing prior to the date hereof, occurrence of a Trigger Event and customary underwriter cutbacks; provided, however, that Crestwood shall not be required to provide such opportunity (Ii) to any such Holder that does not offer a minimum of $10 10.0 million of Registrable Securities (based on the Common Unit Redemption Price), or (IIii) to such Holders if Crestwood has been advised by the Managing Underwriter that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing or distribution of the Common CMLP Units in the Underwritten Offering, then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 3.04(b2.2(b). Any notice required to be provided in this Section 3.03(a2.2(a) to Holders shall be provided on a Business Day pursuant to Section 4.01 3.1 and receipt of such notice shall be confirmed by the Holder. The Holder will have two Business Days (or one Business Day in connection with any overnight or bought Underwritten Offering) after notice has been delivered to request in writing the inclusion of Registrable Securities in the Underwritten Offering. If no written request for inclusion from a Holder is received within the specified time, each such 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, Crestwood shall determine for any reason not to undertake or to delay such Underwritten Offering, Crestwood may, at its election, give written notice of such determination to the Selling Holders and, (x) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, and (y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in such Underwritten Offering by giving written notice to Crestwood of such withdrawal at or prior to the time of pricing of such Underwritten Offering. Any Holder may deliver written notice (a “Piggyback Opt-Out Notice”) to Crestwood requesting that such Holder not receive notice from Crestwood of any proposed Underwritten Offering; provided, however, that such Holder may later revoke any such Piggyback Opt-Out Notice in writing. Following receipt of a Piggyback Opt-Out Notice from a Holder (unless subsequently revoked), Crestwood shall not be required to deliver any notice to such Holder pursuant to this Section 3.03(a2.2(a) and such Holder shall no longer be entitled to participate in Underwritten Offerings by Crestwood pursuant to this Section 3.03(a2.2(a). EFS shall be deemed to have delivered a Piggyback Opt-Out Notice as of the date hereof.

Underwritten Offering Piggyback Rights. If at any time during the Effectiveness Period, Crestwood Period MWE proposes to file a registration statement (whether for the account of itself or the account of any other security holder) other than (i) a prospectus supplement to an effective shelf registration statement, other than the Resale Shelf Registration Statement contemplated by Section 3.01(a2.01(a), or (ii) a registration statement or prospectus supplement to (other than: (A) a shelf registration statement in connection with registration rights granted pursuant to an agreement existing on the date hereof, statement; (iiiB) a registration relating solely to employee benefit plans, ; (ivC) a registration relating solely to a Rule 145 transaction transaction; or (vD) a registration on any registration form that which does not permit secondary sales), then in either case, for the sale of Common Units in an Underwritten Offering for its own account, then, as soon as practicable following but not less than two Business Days prior to the engagement of counsel by Crestwood to prepare the documents date such Underwritten Offering is expected to be used in connection with an Underwritten Offering, Crestwood launched (the "Launch Date") (1) MWE shall give notice (including notification by electronic mail) notify the Holders of such proposed the pendency of the Underwritten Offering to each Holder owning more than $10 million of then-outstanding Registrable Securities, calculated on the basis of the Common Unit Price, determined as of the date of such notice, and such notice shall offer each such Holder the Holders the opportunity to participate in any Underwritten Offering and to include in such Underwritten Offering such number of Registrable Securities (the “"Included Registrable Securities”") as each such Holder may request in writing, subject writing (a "Piggyback Offering") and (2) if the Holders propose to any registration rights existing prior to the date hereof, and customary underwriter cutbacks; provided, however, that Crestwood shall not be required to provide such opportunity (I) to any such Holder that does not offer a minimum of $10 million of include Included Registrable Securities (based on the Common Unit Price), or (II) to such Holders if Crestwood has been advised by the Managing Underwriter that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing or distribution of the Common Units in the Underwritten Offering, then the amount Managing Underwriter of Registrable Securities to be offered for the accounts of Holders shall be determined based on Underwritten Offering shall, no later than the provisions of Section 3.04(b). Any notice required to be provided in this Section 3.03(a) to Holders shall be provided on a Business Day pursuant to Section 4.01 and receipt of such notice shall be confirmed by the Holder. The Holder will have two Business Days (or one Business Day in connection with any overnight or bought Underwritten Offering) after notice has been delivered prior to request in writing the expected Launch Date, provide to the Selling Holders all of the documentation customarily required for the inclusion of Registrable Securities in the Underwritten Offering. If no written request , including, without limitation, a custody agreement and power-of-attorney, Selling Holders' customary representations and warranties, and a form of legal opinion required to be delivered by counsel to the Selling Holders (in form and substance reasonably acceptable to counsel for inclusion from a Holder is received within the specified time, each such Holder shall have no further right to participate in such Underwritten Offering. If, Selling Holders) at any time after giving written notice the closing of its intention to undertake an Underwritten Offering and any over-allotment option closing (collectively, the "Selling Holder Documentation"). To include Registrable Securities in an Underwritten Offering, each Selling Holder shall, subject to receipt of notice of the Underwritten Offering and Selling Holder Documentation within the time periods set forth above: (A) complete its review and return the Selling Holder Documentation, with such revisions as have been agreed to by MWE (such agreement not to be unreasonably withheld) and the Selling Holder, at least one Business Day prior to the closing of such Underwritten Offering, Crestwood shall determine for any reason not to undertake or to delay such Underwritten Offering, Crestwood may, at its election, give written notice of such determination to expected Launch Date; (B) place the Selling Holders and, (x) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, and (y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to withdraw such Selling Holder’s request eligible for inclusion of such Selling Holder’s Registrable Securities in such an Underwritten Offering by giving written notice to Crestwood into the custody of such withdrawal MWE's transfer agent at or least one Business Day prior to the time expected Launch Date; (C) agree to participate following reasonable notice in any due diligence calls arranged by the Managing Underwriter of an Underwritten Offering on the expected Launch Date, the pricing date of such an Underwritten Offering (the "Pricing Date") or in advance of the closing of an Underwritten Offering. Any Holder may deliver written notice (a “Piggyback Opt-Out Notice”) to Crestwood requesting that such Holder not receive notice from Crestwood of any proposed Underwritten Offering; provided, however, that such Holder may later revoke any such Piggyback Opt-Out Notice in writing. Following receipt of a Piggyback Opt-Out Notice from a Holder (unless subsequently revoked), Crestwood shall not be required to deliver any notice to such Holder pursuant to this Section 3.03(a) and such Holder shall no longer be entitled to participate in Underwritten Offerings by Crestwood pursuant to this Section 3.03(a).

Underwritten Offering Piggyback Rights. If at any time during which there remains Registrable Securities, the Effectiveness Period, Crestwood Company proposes to file a registration statement (whether for the account of itself or the account of any other security holder) other than (i) the Resale a prospectus supplement to an effective shelf registration statement, other than a Shelf Registration Statement contemplated by Section 3.01(a)2.01, or (ii) a registration statement, other than a shelf registration statement or prospectus supplement to a registration statement on Form S-4 or S-8, in connection with registration rights granted pursuant to either case, for the sale of Common Units in an agreement existing on the date hereofUnderwritten Offering for its own account, (iii) a registration relating solely to employee benefit plansthen, (iv) a registration relating solely to a Rule 145 transaction or (v) a registration on any registration form that does not permit secondary sales, then as soon as practicable following but not less than three (3) Business Days prior to the engagement filing of counsel by Crestwood (A) any preliminary prospectus supplement relating to prepare such Underwritten Offering pursuant to Rule 424(b) of the documents Securities Act, (B) the prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(b) of the Securities Act (if no preliminary prospectus supplement is used) or (C) such registration statement (other than a shelf registration statement), as the case may be used in connection with (an “Underwritten OfferingOffering Filing”), Crestwood the Company shall give notice (including notification by electronic mail) of such proposed Underwritten Offering to each Holder owning more than $10 million of then-outstanding Registrable Securities, calculated on the basis of the Common Unit Price, determined as of the date of such notice, Holders and such notice shall offer each such Holder the Holders the opportunity to participate in any Underwritten Offering and to include in such Underwritten Offering such number of Common Units that are Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writing, subject to any registration rights existing prior to the date hereof, and customary underwriter cutbackswriting (a “Piggyback Offering”); provided, however, that Crestwood the Company shall not be required to provide offer such opportunity to Holders if (Iaa) to any such Holder that does one or more Holders do not offer a minimum of $10 5 million of Common Units that are Registrable Securities Securities, in the aggregate (based on the Common Unit Price), expected gross proceeds) or (IIbb) to such Holders if Crestwood the Company has been advised by the Managing Underwriter that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing or distribution of the Common Units Units, in the Underwritten Offering, then which case the amount of Registrable Securities to be offered for the accounts of participating Holders shall be determined based on the provisions of Section 3.04(b)2.02(c) of this Agreement. Any notice required Each Holder shall keep any information relating to be any such Underwritten Offering confidential and shall not disseminate or in any way disclose such information. Except as provided in this Section 3.03(a2.02(b), each Holder shall then have five (5) to Holders shall be provided on a Business Day pursuant to Section 4.01 and receipt Days from the date of such notice shall be confirmed by the Holder. The Holder will have two Business Days (or one Business Day in connection with any overnight or bought Underwritten Offering) after notice has been delivered to request in writing the inclusion of its Common Units that are Registrable Securities in the Underwritten Piggyback Offering. If no written request for inclusion from a Holder is received within the specified time, each such Holder shall have no further right to participate in such Underwritten Piggyback 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, Crestwood the Company shall determine for any reason not to undertake or to delay such Underwritten Offering, Crestwood may, at its election, the Company shall give written notice of such determination to the Selling Holders and, (x) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, and (y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in of the Underwritten Offering. Any Selling Holder shall have the right to withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in such Underwritten Offering by giving written notice to Crestwood the Company of such withdrawal at or least one (1) Business Day prior to the time of pricing of such Underwritten Offering. Any Notwithstanding the foregoing, any Holder may deliver written notice (a an “Piggyback Opt-Out Notice”) to Crestwood the Company requesting that such Holder not receive notice from Crestwood the Company of any proposed Underwritten Offering; provided, however, that such Holder may later revoke any such Piggyback Opt-Out Notice in writing. Following receipt of a Piggyback Opt-Out Notice from a Holder (unless subsequently revoked), Crestwood shall not be required to deliver any notice to such Holder pursuant to this Section 3.03(a) and such Holder shall no longer be entitled to participate in Underwritten Offerings by Crestwood pursuant to this Section 3.03(a).

Underwritten Offering Piggyback Rights. If at any time during the Effectiveness Period, Crestwood Partnership proposes to file a registration statement (whether for the account of itself or the account of any other security holder) other than (i) the Resale Registration Statement contemplated by Section 3.01(a)a registration statement, or (ii) a registration statement or prospectus supplement to an effective registration statement, so long as the Corporation is a registration statement WKSI at such time or, whether or not the Corporation is a WKSI, so long as the Registrable Securities were previously included in connection with registration rights granted pursuant to the underlying shelf Registration Statement or are included on an agreement existing on effective Resale Registration Statement, or in any case in which Holders may participate in such offering without the date hereoffiling of a post-effective amendment, in each case, for the sale of Common Units in an Underwritten Offering for its own account and/or another Person, other than (iiia) a registration relating solely to employee benefit plans, (ivb) a registration relating solely to a Rule 145 transaction transaction, or (vc) a registration on any registration form that which does not permit secondary sales, then as soon as practicable following the engagement of counsel by Crestwood the Partnership to prepare the documents to be used in connection with an Underwritten Offering, Crestwood the Partnership shall give notice (including including, but not limited to, notification by electronic mail) of such proposed Underwritten Offering to each Holder owning more than $10 20.0 million of then-outstanding Registrable Securitiessuch Common Units, calculated on the basis of the Common Purchased Unit Price, determined as of the date of such notice, and such notice shall offer each such Holder the opportunity to participate in any Underwritten Offering and to include in such Underwritten Offering such number of Registrable Securities that are Common Units (the “Included Registrable Securities”) as each such Holder may request in writing, subject to any registration rights existing prior to the date hereof, Closing Date and customary underwriter cutbacks; provided, however, that Crestwood the Partnership shall not be required to provide such opportunity (Ii) to any such Holder that does not offer a minimum of $10 10.0 million of Registrable Securities (based on the Common Purchased Unit Price), or (IIii) to such Holders if Crestwood the Partnership has been advised by the Managing Underwriter that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing or distribution of the Common Units in the Underwritten Offering, then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 3.04(b2.2(b). Any notice required to be provided in this Section 3.03(a2.2(a) to Holders shall be provided on a Business Day pursuant to Section 4.01 3.1 hereof and receipt of such notice shall be confirmed by the Holder. The Holder will have two Business Days (or one Business Day in connection with any overnight or bought Underwritten Offering) after notice has been delivered to request in writing the inclusion of Registrable Securities that are Common Units in the Underwritten Offering. If no written request for inclusion from a Holder is received within the specified time, each such 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, Crestwood the Partnership shall determine for any reason not to undertake or to delay such Underwritten Offering, Crestwood the Partnership may, at its election, give written notice of such determination to the Selling Holders and, (x) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, and (y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in such Underwritten Offering by giving written notice to Crestwood the Partnership of such withdrawal at or prior to the time of pricing of such Underwritten Offering. Any Holder may deliver written notice (a an “Piggyback Opt-Out Notice”) to Crestwood the Partnership requesting that such Holder not receive notice from Crestwood the Partnership of any proposed Underwritten Offering; provided, however, that such Holder may later revoke any such Piggyback Opt-Out Notice in writing. Following receipt of a an Piggyback Opt-Out Notice from a Holder (unless subsequently revoked), Crestwood the Partnership shall not be required to deliver any notice to such Holder pursuant to this Section 3.03(a2.2(a) and such Holder shall no longer be entitled to participate in Underwritten Offerings by Crestwood the Partnership pursuant to this Section 3.03(a2.2(a). The Holders indicated on Schedule 1 hereto shall each be deemed to have delivered an Piggyback Opt-Out Notice as of the date hereof.

Underwritten Offering Piggyback Rights. If Except as provided in Section 2.02(b), if at any time the Partnership proposes to file (i) during any time in which the Purchasers have the right to request the filing of a Shelf Registration Statement pursuant to Section 2.01, a registration statement, other than a shelf registration statement, or (ii) during any Effectiveness Period, Crestwood proposes a prospectus supplement to file a an effective shelf registration statement (whether for the account of itself or the account of any other security holder) statement, other than (i) the Resale a Shelf Registration Statement contemplated by Section 3.01(a2.01, in either case (i) or (ii), (ii) a registration statement or prospectus supplement to a registration statement for the sale of Common Units in connection with registration rights granted pursuant to an agreement existing on the date hereofUnderwritten Offering for its own account, (iii) a registration relating solely to employee benefit plansthen, (iv) a registration relating solely to a Rule 145 transaction or (v) a registration on any registration form that does not permit secondary sales, then as soon as practicable following but not less than three Business Days prior to the engagement filing of counsel by Crestwood (A) any preliminary prospectus supplement relating to prepare such Underwritten Offering pursuant to Rule 424(b) of the documents Securities Act, (B) the prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(b) of the Securities Act (if no preliminary prospectus supplement is used) or (C) such registration statement (other than a shelf registration statement), as the case may be used in connection with (an “Underwritten OfferingOffering Filing”), Crestwood the Partnership shall give notice (including notification by electronic mail) of such proposed Underwritten Offering to each Holder owning more than $10 million of then-outstanding Registrable Securities, calculated on the basis of the Common Unit Price, determined as of the date of such notice, Holders and such notice shall offer each such Holder the Holders the opportunity to participate in any Underwritten Offering and to include in such Underwritten Offering such number of Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writing, subject to any registration rights existing prior to the date hereof, and customary underwriter cutbackswriting (a “Piggyback Offering”); provided, however, that Crestwood the Partnership shall not be required to provide offer such opportunity to Holders if (Iaa) to any such Holder that does the Holders do not offer a minimum of $10 million of Registrable Securities, in the aggregate (determined by multiplying the number of Registrable Securities (based on held by the participating Holders by the average of the closing price for Common Unit Price), Units for the 10 trading days preceding the date of such notice) or (IIbb) to such Holders if Crestwood the Partnership has been advised by the Managing Underwriter that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing or distribution of the Common Units Units, in the Underwritten Offering, then which case the amount of Registrable Securities to be offered for the accounts of participating Holders shall be determined based on the provisions of Section 3.04(b)2.02(c) of this Agreement. Any notice required Each Holder shall keep any information relating to be any such Underwritten Offering confidential and shall not disseminate or in any way disclose such information. Except as provided in this Section 3.03(a) to Holders 2.02(b), each Holder shall be provided on a Business Day pursuant to Section 4.01 and receipt of such notice shall be confirmed by the Holder. The Holder will then have two Business Days (or one Business Day in connection with any overnight or bought Underwritten Offering) after from the date of such notice has been delivered to request in writing the inclusion of its Registrable Securities in the Underwritten Piggyback Offering. If no written request for inclusion from a Holder is received within the specified time, each such Holder shall have no further right to participate in such Underwritten Piggyback 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, Crestwood the Partnership shall determine for any reason not to undertake or to delay such Underwritten Offering, Crestwood may, at its election, the Partnership shall give written notice of such determination to the Selling Holders and, (x) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, and (y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in of the Underwritten Offering. Any Selling Holder shall have the right to withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in such Underwritten Offering by giving written notice to Crestwood the Partnership of such withdrawal at or least one Business Day prior to the time of pricing of such Underwritten Offering. Any Each Holder’s rights under this Section 2.02(a) shall terminate when such Holder holds less than $10 million of Registrable Securities (based on the Unit Purchase Price). Notwithstanding the foregoing, any Holder may deliver written notice (a an “Piggyback Opt-Out Notice”) to Crestwood the Partnership requesting that such Holder not receive notice from Crestwood the Partnership of any proposed Underwritten Offering; provided, however, that such Holder may later revoke any such Piggyback Opt-Out Notice in writing. Following receipt of a Piggyback Opt-Out Notice from a Holder (unless subsequently revoked), Crestwood shall not be required to deliver any notice to such Holder pursuant to this Section 3.03(a) and such Holder shall no longer be entitled to participate in Underwritten Offerings by Crestwood pursuant to this Section 3.03(a).

Underwritten Offering Piggyback Rights. If Except as provided in Section 2.02(b), if at any time during any Effectiveness Period the Effectiveness Period, Crestwood Registrant proposes to file a registration statement (whether for the account of itself or the account of any other security holder) other than (i) the Resale a prospectus supplement to an effective shelf registration statement, other than a Shelf Registration Statement contemplated by Section 3.01(a)2.01, or (ii) a registration statement statement, other than a Shelf Registration Statement, in either case, for the sale of Common Units in an underwritten offering on a firm commitment or prospectus supplement to a registration statement in connection with registration rights granted pursuant to best efforts basis (an agreement existing on the date hereof“Underwritten Offering”) for its own account, (iii) a registration relating solely to employee benefit plansthen, (iv) a registration relating solely to a Rule 145 transaction or (v) a registration on any registration form that does not permit secondary sales, then as soon as practicable following but not less than ten (10) Business Days (or three (3) Business Days in the engagement case of counsel by Crestwood to prepare the documents to be used in connection with an Overnight Underwritten Offering) prior to the filing of (A) any preliminary prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(b) of the Securities Act, Crestwood (B) the prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(b) of the Securities Act (if no preliminary prospectus supplement is used) or (C) such registration statement (other than a Shelf Registration Statement), as the case may be (an “Underwritten Offering Filing”), the Registrant shall give notice (including notification by electronic mail) of such proposed Underwritten Offering to each Holder owning more than $10 million of then-outstanding Registrable Securitiesthe Holders (including, calculated on the basis of the Common Unit Pricebut not limited to, determined as of the date of such notice, notice by electronic mail) and such notice shall offer each such Holder the Holders the opportunity to participate in any Underwritten Offering and to include in such Underwritten Offering such number of Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writingwriting (a “Piggyback Offering”). Notwithstanding the foregoing, subject to any registration rights existing prior to if the date hereof, and customary underwriter cutbacks; provided, however, that Crestwood shall not be required to provide such opportunity (I) to any such Holder that does not offer a minimum of $10 million of Registrable Securities (based on the Common Unit Price), or (II) to such Holders if Crestwood Registrant has been advised by the Managing Underwriter that the inclusion of Registrable Securities for sale for the benefit account of the Participating Holders will is likely to have an adverse effect on the price, timing or distribution of the Common Units in the Underwritten OfferingUnits, then the amount of Registrable Securities to be offered for the accounts of Participating Holders shall be determined based on the provisions of Section 3.04(b)2.02(c) of this Agreement. Any notice required Each Holder shall keep all information relating to be any such Underwritten Offering confidential and shall not disseminate or in any way disclose such information. Except as provided in this Section 3.03(a2.02(b), each Holder shall then have two (2) to Holders shall be provided on a Business Day pursuant to Section 4.01 and receipt Days from the date of such notice shall be confirmed by the Holder. The Holder will have two Business Days (or one Business Day in connection with any overnight or bought Underwritten Offering) after notice has been delivered to request in writing the inclusion of its Registrable Securities in the Underwritten Piggyback Offering. If no written request for inclusion from a Holder is received within the specified time, each then such Holder shall have no further right to participate in such Underwritten Piggyback 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, Crestwood the Registrant shall determine for any reason not to undertake or to delay such Underwritten Offering, Crestwood may, at its election, the Registrant shall give written notice of such determination to the Selling Participating Holders and, (x) in the case of a determination not to undertake such Underwritten Offering, and shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, and (y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the delayed or abandoned Underwritten Offering. Any Selling Participating Holder shall have the right to withdraw such Selling Participating Holder’s request for inclusion of such Selling Participating Holder’s Registrable Securities in such Underwritten Offering by giving written notice to Crestwood the Registrant of such withdrawal at or least one (1) Business Day prior to the time of pricing of such Underwritten Offering. Any Each Holder’s rights under this Section 2.02(a) shall terminate when such Holder holds less than $15 million of Registrable Securities (based on the Liquidation Preference Price). Notwithstanding the foregoing, any Holder may deliver written notice (a an “Piggyback Opt-Out Notice”) to Crestwood the Registrant requesting that such Holder not receive notice from Crestwood the Registrant of any proposed Underwritten Offering; provided, however, that such Holder may later revoke any such Piggyback Opt-Out Notice in writing. Following receipt of a Piggyback Opt-Out Notice from a Holder (unless subsequently revoked), Crestwood shall not be required to deliver any notice to such Holder pursuant to this Section 3.03(a) and such Holder shall no longer be entitled to participate in Underwritten Offerings by Crestwood pursuant to this Section 3.03(a).

Underwritten Offering Piggyback Rights. If at any time during the Effectiveness Period, Crestwood proposes to file a registration statement (whether for the account of itself or the account of any other security holder) other than (i) the Resale Registration Statement contemplated by Section 3.01(a2.01(a), (ii) a registration statement or prospectus supplement to a registration statement in connection with registration rights granted pursuant to an agreement existing on the date hereof, (iii) a registration relating solely to employee benefit plans, (iv) a registration relating solely to a Rule 145 transaction transaction, or (v) a registration on any registration form that does not permit secondary sales, then as soon as practicable following the engagement of counsel by Crestwood to prepare the documents to be used in connection with an Underwritten Offering, Crestwood shall give notice (including notification by electronic mail) of such proposed Underwritten Offering to each Holder owning more than $10 million of then-outstanding Registrable Securities, calculated on the basis of the Common Unit Price, determined as of the date of such notice, and such notice shall offer each such Holder the opportunity to participate in any Underwritten Offering and to include in such Underwritten Offering such number of Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writing, subject to any registration rights existing prior to the date hereof, and customary underwriter cutbacks; provided, however, that Crestwood shall not be required to provide such opportunity (I) to any such Holder that does not offer a minimum of $10 million of Registrable Securities (based on the Common Unit Price), or (II) to such Holders if Crestwood has been advised by the Managing Underwriter that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing or distribution of the Common Units in the Underwritten Offering, then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 3.04(b2.04(b). Any notice required to be provided in this Section 3.03(a2.02(a) to Holders shall be provided on a Business Day pursuant to Section 4.01 3.01 and receipt of such notice shall be confirmed by the Holder. The Holder will have two Business Days (or one Business Day in connection with any overnight or bought Underwritten Offering) after notice has been delivered to request in writing the inclusion of Registrable Securities in the Underwritten Offering. If no written request for inclusion from a Holder is received within the specified time, each such 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, Crestwood shall determine for any reason not to undertake or to delay such Underwritten Offering, Crestwood may, at its election, give written notice of such determination to the Selling Holders and, (x) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, and (y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in such Underwritten Offering by giving written notice to Crestwood of such withdrawal at or prior to the time of pricing of such Underwritten Offering. Any Holder may deliver written notice (a “Piggyback Opt-Out Notice”) to Crestwood requesting that such Holder not receive notice from Crestwood of any proposed Underwritten Offering; provided, however, that such Holder may later revoke any such Piggyback Opt-Out Notice in writing. Following receipt of a Piggyback Opt-Out Notice from a Holder (unless subsequently revoked), Crestwood shall not be required to deliver any notice to such Holder pursuant to this Section 3.03(a2.02(a) and such Holder shall no longer be entitled to participate in Underwritten Offerings by Crestwood pursuant to this Section 3.03(a2.02(a).

Underwritten Offering Piggyback Rights. If at any Following such time during as the Effectiveness PeriodClass C Units have been converted into Common Units and if such Common Units are still Registrable Securities, Crestwood if the Partnership proposes to file (i) a registration statement (whether for the account of itself or the account of any other security holder) other than (i) the and such Holder has not previously included its Registrable Securities in a Resale Registration Statement contemplated by Section 3.01(a)2.1(a) of this Agreement that is currently effective, or (ii) a registration statement or prospectus supplement to an effective registration statement, so long as the Corporation is a registration statement WKSI at such time or, whether or not the Corporation is a WKSI, so long as the Registrable Securities were previously included in connection with registration rights granted pursuant to the underlying shelf Registration Statement or are included on an agreement existing on effective Resale Registration Statement, or in any case in which Holders may participate in such offering without the date hereoffiling of a post-effective amendment, in each case, for the sale of Common Units in an Underwritten Offering for its own account and/or another Person, other than (iiia) a registration relating solely to employee benefit plans, (ivb) a registration relating solely to a Rule 145 transaction transaction, or (vc) a registration on any registration form that which does not permit secondary sales, then as soon as practicable following the engagement of counsel by Crestwood the Partnership to prepare the documents to be used in connection with an Underwritten Offering, Crestwood the Partnership shall give notice (including including, but not limited to, notification by electronic mail) of such proposed Underwritten Offering to each Holder owning more than $10 10.0 million of then-outstanding Registrable Securitiessuch Common Units, calculated on the basis of the Common Class C Unit Price, determined as of the date of such notice, and such notice shall offer each such Holder the opportunity to participate in any Underwritten Offering and to include in such Underwritten Offering such number of Registrable Securities that are Common Units (the “Included Registrable Securities”) as each such Holder may request in writing, subject to any registration rights existing prior to the date hereof, Closing Date and customary underwriter cutbacks; provided, however, that Crestwood the Partnership shall not be required to provide such opportunity (Ii) to any such Holder that does not offer a minimum of $10 10.0 million of Registrable Securities (based on the Common Class C Unit Price), or (IIii) to such Holders if Crestwood the Partnership has been advised by the Managing Underwriter that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing or distribution of the Common Units in the Underwritten Offering, then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 3.04(b2.2(b). Any notice required to be provided in this Section 3.03(a2.2(a) to Holders shall be provided on a Business Day pursuant to Section 4.01 3.1 hereof and receipt of such notice shall be confirmed by the Holder. The Holder will have two Business Days (or one Business Day in connection with any overnight or bought Underwritten Offering) after notice has been delivered to request in writing the inclusion of Registrable Securities that are Common Units in the Underwritten Offering. If no written request for inclusion from a Holder is received within the specified time, each such 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, Crestwood the Partnership shall determine for any reason not to undertake or to delay such Underwritten Offering, Crestwood the Partnership may, at its election, give written notice of such determination to the Selling Holders and, (x) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, and (y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in such Underwritten Offering by giving written notice to Crestwood the Partnership of such withdrawal at or prior to the time of pricing of such Underwritten Offering. Any Holder may deliver written notice (a an “Piggyback Opt-Out Notice”) to Crestwood the Partnership requesting that such Holder not receive notice from Crestwood the Partnership of any proposed Underwritten Offering; provided, however, that such Holder may later revoke any such Piggyback Opt-Out Notice in writing. Following receipt of a an Piggyback Opt-Out Notice from a Holder (unless subsequently revoked), Crestwood the Partnership shall not be required to deliver any notice to such Holder pursuant to this Section 3.03(a2.2(a) and such Holder shall no longer be entitled to participate in Underwritten Offerings by Crestwood the Partnership pursuant to this Section 3.03(a2.2(a). The Holders indicated on Schedule 1 hereto shall each be deemed to have delivered an Piggyback Opt-Out Notice as of the date hereof.

Underwritten Offering Piggyback Rights. If at any time during the Effectiveness Period, Crestwood proposes to file (i) a registration statement (whether for the account of itself or the account of any other security holder) other than (i) the Resale Registration Statement contemplated by Section 3.01(a2.01(a), or (ii) a prospectus supplement to an effective registration statement, so long as Crestwood is a WKSI at such time or, whether or not Crestwood is a WKSI, so long as the Registrable Securities were previously included in the underlying shelf registration statement or prospectus supplement to are included on an effective Resale Registration Statement, or in any case in which Holders may participate in such offering without the filing of a registration statement post-effective amendment, in connection with registration rights granted pursuant to each case, for the sale of CEQP Units in an agreement existing on the date hereofUnderwritten Offering for its own account and/or another Person, other than (iiiA) a registration relating solely to employee benefit plans, (ivB) a registration relating solely to a Rule 145 transaction transaction, or (vC) a registration on any registration form that does not permit secondary sales, then as soon as practicable following the engagement of counsel by Crestwood to prepare the documents to be used in connection with an Underwritten Offering, Crestwood shall give notice (including notification by electronic mail) of such proposed Underwritten Offering to each Holder owning more than $10 10.0 million of then-outstanding Registrable Securities, calculated on the basis of the Common Unit Redemption Price, determined as of the date of such notice, and such notice shall offer each such Holder the opportunity to participate in any Underwritten Offering and to include in such Underwritten Offering such number of Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writing, subject to any registration rights existing prior to the date hereof, occurrence of a Trigger Event and customary underwriter cutbacks; provided, however, that Crestwood shall not be required to provide such opportunity (I) to any such Holder that does not offer a minimum of $10 10.0 million of Registrable Securities (based on the Common Unit Redemption Price), or (II) to such Holders if Crestwood has been advised by the Managing Underwriter that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing or distribution of the Common CEQP Units in the Underwritten Offering, then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 3.04(b2.04(b). Any notice required to be provided in this Section 3.03(a2.02(a) to Holders shall be provided on a Business Day pursuant to Section 4.01 3.01 and receipt of such notice shall be confirmed by the Holder. The Holder will have two Business Days (or one Business Day in connection with any overnight or bought Underwritten Offering) after notice has been delivered to request in writing the inclusion of Registrable Securities in the Underwritten Offering. If no written request for inclusion from a Holder is received within the specified time, each such 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, Crestwood shall determine for any reason not to undertake or to delay such Underwritten Offering, Crestwood may, at its election, give written notice of such determination to the Selling Holders and, (x) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, and (y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in such Underwritten Offering by giving written notice to Crestwood of such withdrawal at or prior to the time of pricing of such Underwritten Offering. Any Holder may deliver written notice (a “Piggyback Opt-Out Notice”) to Crestwood requesting that such Holder not receive notice from Crestwood of any proposed Underwritten Offering; provided, however, that such Holder may later revoke any such Piggyback Opt-Out Notice in writing. Following receipt of a Piggyback Opt-Out Notice from a Holder (unless subsequently revoked), Crestwood shall not be required to deliver any notice to such Holder pursuant to this Section 3.03(a2.02(a) and such Holder shall no longer be entitled to participate in Underwritten Offerings by Crestwood pursuant to this Section 3.03(a2.02(a). Holdings shall be deemed to have delivered a Piggyback Opt-Out Notice as of the date hereof.

Underwritten Offering Piggyback Rights. If at any time during the Effectiveness Period, Crestwood Period MPLX proposes to file a registration statement (whether for the account of itself or the account of any other security holder) other than (i) a prospectus supplement to an effective shelf registration statement, other than the Resale Shelf Registration Statement contemplated by Section 3.01(a2.01(a), or (ii) a registration statement or prospectus supplement to (other than: (A) a shelf registration statement in connection with registration rights granted pursuant to an agreement existing on the date hereof, statement; (iiiB) a registration relating solely to employee benefit plans, ; (ivC) a registration relating solely to a Rule 145 transaction transaction; or (vD) a registration on any registration form that which does not permit secondary sales), then in either case, for the sale of Common Units in an Underwritten Offering for its own account, then, as soon as practicable following but not less than two Business Days prior to the engagement of counsel by Crestwood to prepare the documents date such Underwritten Offering is expected to be used in connection with an Underwritten Offering, Crestwood launched (the “Launch Date”) (1) MPLX shall give notice (including notification by electronic mail) notify the Holders of such proposed the pendency of the Underwritten Offering to each Holder owning more than $10 million of then-outstanding Registrable Securities, calculated on the basis of the Common Unit Price, determined as of the date of such notice, and such notice shall offer each such Holder the Holders the opportunity to participate in any Underwritten Offering and to include in such Underwritten Offering such number of Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writingwriting (a “Piggyback Offering”) and (2) if the Holders propose to include Included Registrable Securities in the Underwritten Offering, then the Managing Underwriter of the Underwritten Offering shall, no later than the two Business Days prior to the expected Launch Date, provide to the Selling Holders all of the documentation customarily required for the inclusion of Registrable Securities in the Underwritten Offering, including, without limitation, a custody agreement and power-of-attorney, Selling Holders’ customary representations and warranties, and a form of legal opinion required to be delivered by counsel to the Selling Holders (in form and substance reasonably acceptable to counsel for the Selling Holders) at the closing of an Underwritten Offering and any over-allotment option closing (collectively, the “Selling Holder Documentation”). To include Registrable Securities in an Underwritten Offering, each Selling Holder shall, subject to any registration rights existing receipt of notice of the Underwritten Offering and Selling Holder Documentation within the time periods set forth above: (A) complete its review and return the Selling Holder Documentation, with such revisions as have been agreed to by MPLX (such agreement not to be unreasonably withheld) and the Selling Holder, at least one Business Day prior to the date hereof, and customary underwriter cutbacksexpected Launch Date; provided, however, that Crestwood shall not be required to provide such opportunity (IB) to any such Holder that does not offer a minimum of $10 million of place the Registrable Securities eligible for inclusion in an Underwritten Offering into the custody of MPLX’s transfer agent at least one Business Day prior to the expected Launch Date; (based C) agree to participate following reasonable notice in any due diligence calls arranged by the Managing Underwriter of an Underwritten Offering on the Common Unit Price)expected Launch Date, the pricing date of an Underwritten Offering (the “Pricing Date”) or in advance of the closing of an Underwritten Offering and any over-allotment option closing; and (D) unconditionally waive any right to withdraw any Registrable Securities placed into the custody of MPLX’s transfer agent for inclusion in an Underwritten Offering within one Business Day of the expected Launch Date, whether on the basis of the offering price, underwriter discount, or (II) to such Holders for any other reason. Notwithstanding the foregoing, if Crestwood MPLX has been advised by the Managing Underwriter that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing or distribution of the Common Units in the Underwritten OfferingUnits, then the amount of Registrable Securities to be offered for the accounts of participating Holders shall be determined based on the provisions of Section 3.04(b). Any notice required to be provided in this Section 3.03(a) to Holders shall be provided on a Business Day pursuant to Section 4.01 and receipt of such notice shall be confirmed by the Holder. The Holder will have two Business Days (or one Business Day in connection with any overnight or bought Underwritten Offering) after notice has been delivered to request in writing the inclusion of Registrable Securities in the Underwritten Offering. If no written request for inclusion from a Holder is received within the specified time, each such 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, Crestwood shall determine for any reason not to undertake or to delay such Underwritten Offering, Crestwood may, at its election, give written notice of such determination to the Selling Holders and, (x) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, and (y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in such Underwritten Offering by giving written notice to Crestwood of such withdrawal at or prior to the time of pricing of such Underwritten Offering. Any Holder may deliver written notice (a “Piggyback Opt-Out Notice”) to Crestwood requesting that such Holder not receive notice from Crestwood of any proposed Underwritten Offering; provided, however, that such Holder may later revoke any such Piggyback Opt-Out Notice in writing. Following receipt of a Piggyback Opt-Out Notice from a Holder (unless subsequently revoked), Crestwood shall not be required to deliver any notice to such Holder pursuant to this Section 3.03(a) and such Holder shall no longer be entitled to participate in Underwritten Offerings by Crestwood pursuant to this Section 3.03(a).2.02