Common use of Limitation on Demand Registrations Clause in Contracts

Limitation on Demand Registrations. The Lead Investor will be entitled to initiate no more than five Demand Registrations (other than Short-Form Registrations permitted pursuant to Section 1(c)). The Requisite Additional Investors will together be entitled to initiate no more than one Demand Registration. Unless otherwise agreed by the Lead Investor, the Company will not be obligated to effect a Demand Registration during the six-month period following the date any other Company registration statement is declared effective with respect to the registration of Common Shares. The Company shall not be obligated to effect a Demand Registration unless the aggregate proceeds expected to be received from the sale of the Registrable Securities requested to be included in such Demand Registration equals or exceeds $100 million, unless otherwise agreed by the Lead Investor and the Requisite Additional Investors. No request for registration will count for the purposes of the limitations in this Section 1(b) if (i) the Requesting Holder(s) determine in good faith to withdraw (prior to the effective date of the Registration Statement relating to such request) the proposed registration due to marketing or regulatory reasons, (ii) the Registration Statement relating to such request is not declared effective within 180 days of the date such Registration Statement is first filed with the Commission (other than solely by reason of the Requesting Holder(s) having refused to proceed) and such Requesting Holder(s) withdraw the Registration Request prior to such Registration Statement being declared effective, (iii) prior to the sale of at least 90% of the Registrable Securities included in the applicable registration relating to such request, such registration is adversely affected by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason and the Company fails to have such stop order, injunction or other order or requirement removed, withdrawn or resolved to the reasonable satisfaction of the Requesting Holder(s) within 30 days of the date of such order, (iv) more than 10% of the Registrable Securities requested by such Requesting Holder(s) to be included in such registration are not so included pursuant to Section 1(f), or (v) the conditions to closing specified in the underwriting agreement or purchase agreement entered into in connection with the registration relating to such request are not satisfied (other than as a result of a material default or breach thereunder by any member of such Requesting Holder(s)). Notwithstanding the foregoing, the Company will pay all Registration Expenses in connection with any request for registration pursuant to

Limitation on Demand Registrations. The Lead Investor will be entitled to initiate no more than five Demand Registrations (other than Short-Form Registrations permitted pursuant to Section 1(c)). The Requisite Additional Investors will together be entitled to initiate no more than one Demand Registration. Unless otherwise agreed by the Lead InvestorFollowing an IPO, the Company Registering Entity will not be obligated to effect more than five registrations pursuant to this Section 2, provided that a Demand Registration during the six-month period following the date any other Company registration statement is declared effective with respect to the registration of Common Shares. The Company shall not be obligated to effect a Demand Registration unless the aggregate proceeds expected to be received from the sale of the Registrable Securities requested to be included in such Demand Registration equals or exceeds $100 million, unless otherwise agreed by the Lead Investor and the Requisite Additional Investors. No request for registration will not count for the purposes of the limitations in this Section 1(b) limitation if (i) the Requesting Holder(s) Holders of a majority of Registrable Securities covered by a particular registration determine in good faith to withdraw (prior to the effective date of the Registration Statement relating to such request) the proposed registration due to marketing or regulatory reasonsregistration, (ii) the Registration Statement relating to such request is not declared effective within 180 120 days of the date such Registration Statement registration statement is first filed with the Commission (other than solely by reason of the Requesting Holder(s) having refused to proceed) and such Requesting Holder(s) withdraw the Registration Request prior to such Registration Statement being declared effectiveCommission, (iii) prior to the sale of at least 90% of the Registrable Securities included in the applicable registration relating to if, after such requestRegistration Statement becomes effective, such registration is adversely affected by Registration Statement becomes subject to any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason and the Company fails to have such stop order, injunction or other order or requirement removed, withdrawn or resolved to the reasonable satisfaction of the Requesting Holder(s) within 30 days of the date of such orderreason, (iv) more than 10the Holders are not able to register and sell at least 80% of the Registrable Securities requested by such Requesting Holder(s) to be included in such registration are not so included pursuant to Section 1(f)registration, other than by reason of such Holders withdrawing their request or terminating the offering, (v) the conditions to closing specified in the underwriting agreement or purchase agreement entered into in connection with the registration relating to such request are not satisfied (other than as a result of a material default or material breach thereunder by any member the Holders), or (vi) if the Registration Statement relating to such request has not remained effective until the earlier of the time when all the Registrable Securities requested to be included in such Requesting Holder(s)registration is sold and the end of the period described in Section 2(g). Notwithstanding the foregoing, the Company Registering Entity will pay all Registration Expenses in connection with any request for registration pursuant toto Section 2(a) regardless of whether or not such request counts toward the limitation set forth above. The Registering Entity shall not be required to file and cause to become effective more than one registration statement in any six month period.

Limitation on Demand Registrations. The Lead Investor At any time, the Shareholder will be entitled to initiate no more than five three Demand Registrations (other than including Short-Form Registrations permitted pursuant to Section 1(c10(a)(iii)). The Requisite Additional Investors will together be entitled to initiate no more than one Demand Registration. Unless otherwise agreed by the Lead Investor, the Company will not be obligated to effect a Demand Registration during the six-month period following the date any other Company registration statement is declared effective with respect to the registration of Common Shares. The Company shall not be obligated to effect a Demand Registration unless the aggregate proceeds expected to be received from the sale of the Registrable Securities requested to be included in such Demand Registration equals or exceeds $100 million, unless otherwise agreed by the Lead Investor and the Requisite Additional Investors. No request for registration will count for the purposes of the limitations in this Section 1(b10(a)(ii) if (i1) the Requesting Holder(s) determine Shareholder determines in good faith to withdraw (the proposed registration prior to the effective date effectiveness of the prospectus and other documents filed with the Commission to effect a registration under the Securities Act (“Registration Statement Statement”) relating to such request) the proposed registration request due to marketing conditions (but only if the Shareholder reimburses the Company for all fees with respect thereto) or regulatory reasonsreasons relating to the Company, (ii2) the Registration Statement relating to such request is not declared effective within 180 days of the date such Registration Statement is first filed with the Commission (other than solely by reason of matters relating to the Requesting Holder(s) having refused to proceedShareholder) and such Requesting Holder(s) withdraw the Shareholder withdraws its Registration Request prior to such Registration Statement being declared effective, (iii3) prior to the sale of at least 90% of the Registrable Securities included in the applicable registration relating to such request, such registration is adversely affected by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason and the Company fails to have such stop order, injunction or other order or of requirement removed, withdrawn or resolved to the Shareholder’s reasonable satisfaction of the Requesting Holder(s) within 30 thirty days of the date of such order, (iv4) more than 10% of the Registrable Securities requested by such Requesting Holder(s) the Shareholder to be included in such the registration are not so included pursuant to Section 1(f10(a)(vi), or (v5) the conditions to closing specified in the underwriting agreement or purchase agreement entered into in connection with the registration relating to such request are not satisfied (other than as a result of a material default or breach thereunder by any member of such Requesting Holder(sthe Shareholder)). Notwithstanding the foregoing, the Company will pay all Registration Expenses in connection with any request for registration pursuant to.

Limitation on Demand Registrations. The Lead Investor will Company shall not be entitled obligated (i) to initiate no more than five file a registration statement in respect of a Demand Registrations (other than Short-Form Registrations permitted Registration pursuant to Section 1(c))2.1.1(a) within one hundred and eighty (180) days after the effective date of the IPO Registration Statement or (ii) to effect more than one Demand Registration in the period commencing one hundred and eighty (180) days after the effective date of the IPO Registration Statement and ending three hundred and sixty (360) days after the effective date of the IPO Registration Statement. The Requisite Additional Investors Following three hundred and sixty (360) days after the effective date of the IPO Registration Statement, each Holder will together be entitled to initiate no more than one Demand Registration. Unless otherwise agreed by , and the Lead Investor, the Company will not be obligated to effect a Demand Registration during the six-month period following the date any other Company registration statement is declared effective with respect to the registration of Common Shares. The Company shall not be obligated to effect more than one Demand Registration, provided that a Demand Registration unless the aggregate proceeds expected to be received from the sale of the Registrable Securities requested to be included in such Demand Registration equals or exceeds $100 million, unless otherwise agreed by the Lead Investor and the Requisite Additional Investors. No request for registration will not count for the purposes of the limitations in this Section 1(b) limitation if (i) the all Requesting Holder(s) Holders determine in good faith to withdraw (prior to the effective date initial filing of the Registration Statement relating to such request) the proposed registration due to marketing or regulatory reasons, (ii) the Registration Statement relating to such request is not declared effective within 180 days of the date such Registration Statement is first filed with the Commission SEC (other than solely by reason of the Requesting Holder(s) requesting Holder having refused to proceed) and such Requesting Holder(s) withdraw the Registration Holder withdraws its Demand Request prior to such Registration Statement being declared effective, (iii) prior to the sale of at least 90% of the Registrable Securities Shares included in the applicable registration relating to such request, such registration is adversely affected by any stop order, injunction or other order or requirement of the Commission SEC or other governmental agency or court for any reason and the Company fails to have such stop order, injunction or other order or requirement removed, withdrawn or resolved to the Requesting Holder’s reasonable satisfaction of the Requesting Holder(s) within 30 days of the date of such order, (iv) more than 10% any of the Registrable Securities Shares requested by such Requesting Holder(s) the Holder to be included in such the registration are not so included pursuant to Section 1(f2.1.5 and such Holder does not make another request for registration for at least six months following such initial request, (v) the Company is not obligated to file a registration statement pursuant to Section 2.1.1(a) as a result of such request because the Registrable Shares to be included in the registration statement do not have a market value of at least $50 million as required by the proviso to Section 2.1.1(b), or (v) the conditions to closing specified in the underwriting agreement or purchase agreement entered into in connection with the registration relating to such request are not satisfied (other than as a result of a material default or breach thereunder by any member of such Requesting Holder(s)the requesting Holders). Notwithstanding the foregoing, the Company will pay all Registration Expenses registration expenses in connection with any request for registration pursuant toto Section 2.1.1 regardless of whether or not such request counts toward the limitation set forth above.

Limitation on Demand Registrations. The Lead Investor will be entitled to initiate no more Other than five Demand Registrations (other than Short-Form Registrations permitted pursuant to as provided in Section 1(c)). The Requisite Additional Investors will together be entitled to initiate no more than one Demand Registration. Unless otherwise agreed by the Lead Investor, the Company will not be obligated to effect a Demand or pay the Registration during the six-month period following the date any other Company registration statement is declared effective Expenses of more than two registrations requested by each of Mass Mutual (together with respect its Affiliates), and Jefferies (together with its Affiliates), pursuant to this Section 1; provided, however, that such number shall be increased to the extent the Company does not include in what would otherwise be the final registration for which the Company is required to pay Registration Expenses the number of Common Shares. The Company shall not be obligated to effect a Demand Registration unless the aggregate proceeds expected to be received from the sale of the Registrable Securities requested to be included in such Demand Registration equals or exceeds $100 million, unless otherwise agreed registered by the Lead Investor and the Requisite Additional Investors. No Holders by reason of Section 1(f); provided, further, that a request for registration will not count for the purposes of the limitations in this Section 1(b) limitation if (i) the Requesting Holder(s) Majority Holders of the Registration determine in good faith to withdraw (x) such Registration Request prior to the filing of a Demand Registration Statement or (y) such Demand Registration Statement (prior to the effective date of the Demand Registration Statement relating to such request) the proposed registration due to marketing or (1) regulatory reasons, (2) because of a material adverse change in the business, financial condition or prospects of the Company or (3) due to the exercise by the Company of its rights under Section 1(d) hereof, (ii) the Registration Statement relating to such request is not declared effective within 90 days (in any case where the Commission has no comments on the Registration Statement) or 180 days (in any case where the Commission has comments on the Registration Statement) of the date such Registration Statement registration statement is first filed with the Commission (other than solely by reason of the Requesting Holder(s) having refused Holders refusing to proceed) and the Majority Holders of the Registration withdraw such Requesting Holder(s) withdraw the Registration Request prior to such the effective date of the Demand Registration Statement being declared effectiverelating to such request, (iii) prior to the sale of at least 90% of the Registrable Securities included in the applicable registration relating to such request, such registration is adversely affected by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason and the Company fails to have such stop order, injunction or other order or requirement removed, withdrawn or resolved to the reasonable satisfaction of the Requesting Holder(s) Majority Holders of the Registration within 30 days of the date of such order, (iv) more than 10% of the Registrable Securities requested by such Requesting Holder(s) the Required Investor Holders to be included in such the registration are not so included pursuant to Section 1(f), or (v) the conditions to closing specified in the underwriting agreement or purchase agreement entered into in connection with the registration relating to such request are not satisfied (other than as a result of a material default or breach thereunder by any member of such Requesting Holder(s)the Required Investor Holders). Notwithstanding the foregoing, the Company will pay all Registration Expenses in connection with any request for registration pursuant toto Section 1(a) regardless of whether or not such request counts toward the limitation set forth above until such limit is reached.

Limitation on Demand Registrations. The Lead Investor will be entitled to initiate no more than five Demand Registrations (other than Short-Form Registrations permitted pursuant to Section 1(c)). The Requisite Additional Investors will together be entitled to initiate no more than one Demand Registration. Unless otherwise agreed by the Lead Investor, the Company will not be obligated to effect a Demand Registration during the six-month period following the date any other Company registration statement is declared effective with respect to the registration of Common Shares. The Company shall not be obligated to effect a Demand Registration unless the aggregate proceeds expected to be received from the sale of the Registrable Securities requested to be included in such Demand Registration equals or exceeds $100 million, unless otherwise agreed by the Lead Investor and the Requisite Additional Investors. No A request for registration will count for not constitute the purposes use of the limitations in this a Registration Request pursuant to Section 1(b1(a) if (i) the Requesting Holder(s) determine Shareholder determines in good faith to withdraw (prior to the effective date of the Registration Statement relating to such request) the proposed registration due to marketing or regulatory reasonsregistration, (ii) the Registration Statement relating to such request is not declared effective within 180 ninety (90) days of the date such Registration Statement registration statement is first filed with the Commission (other than solely by reason of the Requesting Holder(s) having refused to proceed) and such Requesting Holder(s) withdraw the Registration Request prior to such Registration Statement being declared effectiveSEC, (iii) prior to the sale of at least 90% of the Registrable Securities included in the applicable registration relating to such request, such registration is adversely affected by any stop order, injunction or other order or requirement of the Commission SEC or other governmental agency agency, quasi-governmental agent or self-regulatory body or court for any reason and the Company fails to have such stop order, injunction or other order or requirement removed, withdrawn or resolved to the reasonable satisfaction of the Requesting Holder(sholders of a majority of securities included in such registration statement within thirty (30) within 30 days of the date of such order, (iv) more than 1020% of the Registrable Securities requested by such Requesting Holder(s) the Shareholder to be included in such the registration are not so included pursuant to Section 1(f1(e); provided, or that, notwithstanding the foregoing, the Shareholder shall nonetheless be permitted to include the number of Registrable Securities that the underwriter permits to be included in such registration, (v) the conditions to closing specified in the any underwriting agreement or purchase agreement entered into in connection with the registration relating to such request are not satisfied (other than as a result of a material default or breach thereunder by any member the Shareholder), or (vi) the Company did not provide Full Cooperation in the case of such Requesting Holder(s))an underwritten offering. Notwithstanding the foregoingforegoing but except if expressly prohibited by applicable law, the Company will pay all Registration Expenses in connection with any request for registration pursuant toto Section 1(a) regardless of the application of this provision.

Limitation on Demand Registrations. The Lead Investor Investors, collectively, will be entitled to initiate no more than five Demand Registrations one (other than Short-Form Registrations permitted pursuant to Section 1(c)). The Requisite Additional Investors will together be entitled to initiate no more than one Demand Registration. Unless otherwise agreed 1) registration under the Securities Act in each calendar year of all or part of the Registrable Shares owned by the Lead Investorthem, and the Company will not be obligated to effect a more than one Demand Registration during in any calendar year. Upon filing a Registration Statement, the six-month period following the date any other Company registration statement is declared will use its reasonable best efforts to keep such Registration Statement effective with respect to the SEC at all times until each Investor who would require such registration of Common Shares. The Company shall not be obligated to effect a Demand Registration unless the aggregate proceeds expected to be received from the sale of the Registrable Securities requested to be included in such Demand Registration equals or exceeds $100 million, unless otherwise agreed by Shares no longer holds the Lead Investor and the Requisite Additional InvestorsRegistrable Shares. No request for registration will count for the purposes of the limitations in this Section 1(b) if (i) the Requesting Holder(s) determine Investor determines in good faith to withdraw (the proposed registration prior to the effective date effectiveness of the Registration Statement relating to such request) the proposed registration request due to marketing conditions or regulatory reasonsreasons relating to the Company (provided that this clause shall cease to apply if the Investor has previously withdrawn a proposed registration), (ii) the Registration Statement relating to such request is not declared effective within 180 210 days of the date such Registration Statement is first filed with the Commission SEC (other than solely by reason of the Requesting Holder(s) Investor having refused to proceedproceed or provide any required information for inclusion therein) and such Requesting Holder(s) withdraw the Investor withdraws the Registration Request prior to such Registration Statement being declared effective, or (iii) prior to the sale of at least 9085% of the Registrable Securities Shares included in the applicable registration relating to such request, such registration is adversely affected by any stop order, injunction or other order or requirement of the Commission SEC or other governmental agency or court for any reason and the Company fails to have such stop order, injunction or other order or requirement removed, withdrawn or resolved to the Investor’s reasonable satisfaction of the Requesting Holder(s) within 30 thirty days of the date of such order, (iv) more than 10% of the Registrable Securities requested by such Requesting Holder(s) to be included in such registration are not so included pursuant to Section 1(f), or (v) the conditions to closing specified in the underwriting agreement or purchase agreement entered into in connection with the registration relating to such request are not satisfied (other than as a result of a material default or breach thereunder by any member of such Requesting Holder(s)). Notwithstanding the foregoing, the Company will pay all Registration Expenses in connection with any request for registration pursuant toto Section (A)(2) regardless of whether or not such request counts toward the limitation set forth above.

Limitation on Demand Registrations. The Lead Investor will Company shall not be entitled obligated (i) to initiate no more than five file a registration statement in respect of a Demand Registrations (other than Short-Form Registrations permitted Registration pursuant to Section 1(c))2.1.1(a) within one hundred and eighty (180) days after the effective date of the IPO Registration Statement or (ii) to effect more than one Demand Registration in the period commencing one hundred and eighty (180) days after the effective date of the IPO Registration Statement and ending three hundred and sixty (360) days after the effective date of the IPO Registration Statement. The Requisite Additional Investors Following three hundred and sixty (360) days after the effective date of the IPO Registration Statement, each Holder will together be entitled to initiate no more than one Demand Registration. Unless otherwise agreed by , and the Lead Investor, the Company will not be obligated to effect a Demand Registration during the six-month period following the date any other Company registration statement is declared effective with respect to the registration of Common Shares. The Company shall not be obligated to effect more than one Demand Registration, provided that a Demand Registration unless the aggregate proceeds expected to be received from the sale of the Registrable Securities requested to be included in such Demand Registration equals or exceeds $100 million, unless otherwise agreed by the Lead Investor and the Requisite Additional Investors. No request for registration will not count for the purposes of the limitations in this Section 1(b) limitation if (i) the all Requesting Holder(s) Holders determine in good faith to withdraw (prior to the effective date initial filing of the Registration Statement relating to such request) the proposed registration due to marketing or regulatory reasons, (ii) the Registration Statement relating to such request is not declared effective within 180 days of the date such Registration Statement is first filed with the Commission SEC (other than solely by reason of the Requesting Holder(s) requesting Holder having refused to proceed) and such Requesting Holder(s) withdraw the Registration Holder withdraws its Demand Request prior to such Registration Statement being declared effective, (iii) prior to the sale of at least 90% of the Registrable Securities Shares included in the applicable registration relating to such request, such registration is adversely affected by any stop order, injunction or other order or requirement of the Commission SEC or other governmental agency or court for any reason and the Company fails to have such stop order, injunction or other order or requirement removed, withdrawn or resolved to the Requesting Holder’s reasonable satisfaction of the Requesting Holder(s) within 30 days of the date of such order, (iv) more than 10% any of the Registrable Securities Shares requested by such Requesting Holder(s) the Holder to be included in such the registration are not so included pursuant to Section 1(f2.1.5 and such Holder does not make another request for registration for at least six months following such initial request, (v) the Company is not obligated to file a registration statement pursuant to Section 2.1.1 (a) as a result of such request because the Registrable Shares to be included in the registration statement do not have a market value of at least $50 million as required by the proviso to Section 2.1.1(b), or (v) the conditions to closing specified in the underwriting agreement or purchase agreement entered into in connection with the registration relating to such request are not satisfied (other than as a result of a material default or breach thereunder by any member of such Requesting Holder(s)the requesting Holders). Notwithstanding the foregoing, the Company will pay all Registration Expenses registration expenses in connection with any request for registration pursuant toto Section 2.1.1 regardless of whether or not such request counts toward the limitation set forth above.

Limitation on Demand Registrations. The Lead Each Principal Investor will be entitled to initiate no more than five two Demand Registrations (other than Short-Form Registrations permitted pursuant to Section 1(c)). The Requisite Additional Investors will together be entitled to initiate no more than one Demand Registration. Unless , and, unless otherwise agreed by the Lead InvestorMajority Principal Investors, the Company will not be obligated to effect a more than one Demand Registration during the six(other than Short-Form Registrations) in any six month period following the date any other Company registration statement is declared effective with respect to the registration of Common Shares. The Company shall not be obligated to effect period, provided that a Demand Registration unless the aggregate proceeds expected to be received from the sale of the Registrable Securities requested to be included in such Demand Registration equals or exceeds $100 million, unless otherwise agreed by the Lead Investor and the Requisite Additional Investors. No request for registration will not count for the purposes of the limitations in this Section 1(b) limitation if (i) the Requesting Holder(s) determine requesting Principal Investor determines in good faith to withdraw (prior to the effective date of the Registration Statement relating to such request) the proposed registration due to marketing or regulatory reasons, (ii) the Registration Statement relating to such request is not declared effective within 180 days of the date such Registration Statement is first filed with the Commission (other than solely by reason of the Requesting Holder(s) requesting Principal Investor having refused to proceed) and such Requesting Holder(s) withdraw the requesting Principal Investor withdraws its Registration Request prior to such Registration Statement being declared effective, (iii) prior to the sale of at least 90% of the Registrable Securities included in the applicable registration relating to such request, such registration is adversely affected by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason and the Company fails to have such stop order, injunction or other order or requirement removed, withdrawn or resolved to the requesting Principal Investor’s reasonable satisfaction of the Requesting Holder(s) within 30 days of the date of such order, (iv) more than 1020% of the Registrable Securities requested by such Requesting Holder(s) the Principal Investor to be included in such the registration are not so included pursuant to Section 1(f), or (v) the conditions to closing specified in the underwriting agreement or purchase agreement entered into in connection with the registration relating to such request are not satisfied (other than as a result of a material default or breach thereunder by any member of such Requesting Holder(s)the requesting Principal Investor Group). Notwithstanding the foregoing, the Company will pay all Registration Expenses in connection with any request for registration pursuant toto Section 1(a) regardless of whether or not such request counts toward the limitation set forth above.

Limitation on Demand Registrations. The Lead Investor will be entitled to initiate no more than five Demand Registrations (other than Short-Form Registrations permitted pursuant to Section 1(c)). The Requisite Additional Investors will together be entitled to initiate no more than one Demand Registration. Unless otherwise agreed by the Lead Investor, the Company will not be obligated to effect a Demand Registration during the six-month period following the date any other Company registration statement is declared effective with respect to the registration of Common Shares. The Company shall not be obligated to effect a Demand Registration unless the aggregate proceeds expected to be received from the sale of the Registrable Securities requested to be included in such Demand Registration equals or exceeds $100 million, unless otherwise agreed by the Lead Investor and the Requisite Additional Investors. No A request for registration will count for not constitute the purposes use of the limitations in this a Registration Request pursuant to Section 1(b1(a) if (i) the Requesting Holder(s) Sixth Street Entities determine in good faith to withdraw (prior to the effective date of the Registration Statement relating to such request) the proposed registration due to marketing or regulatory reasonsregistration, (ii) the Registration Statement relating to such request is not declared effective within 180 ninety (90) days of the date such Registration Statement registration statement is first filed with the Commission (other than solely by reason of the Requesting Holder(s) having refused to proceed) and such Requesting Holder(s) withdraw the Registration Request prior to such Registration Statement being declared effectiveSEC, (iii) prior to the sale of at least 90% of the Registrable Securities included in the applicable registration relating to such request, such registration is adversely affected by any stop order, injunction or other order or requirement of the Commission SEC or other governmental agency agency, quasi-governmental agent or self-regulatory body or court for any reason and the Company fails to have such stop order, injunction or other order or requirement removed, withdrawn or resolved to the reasonable satisfaction of the Requesting Holder(sholders of a majority of securities included in such registration statement within thirty (30) within 30 days of the date of such order, (iv) more than 1020% of the Registrable Securities requested by such Requesting Holder(s) the Sixth Street Entities to be included in such the registration are not so included pursuant to Section 1(f1(e); provided, or that, notwithstanding the foregoing, the Sixth Street Entities shall nonetheless be permitted to include the number of Registrable Securities that the underwriter permits to be included in such registration, (v) the conditions to closing specified in the any underwriting agreement or purchase agreement entered into in connection with the registration relating to such request are not satisfied (other than as a result of a material default or breach thereunder by any member the Sixth Street Entities), or (vi) the Company did not provide Full Cooperation in the case of such Requesting Holder(s))an underwritten offering. Notwithstanding the foregoingforegoing but except if expressly prohibited by applicable law, the Company will pay all Registration Expenses in connection with any request for registration Registration Request made pursuant toto Section 1(a) in the event this provision applies.

Limitation on Demand Registrations. The Lead Investor will be entitled to initiate no more Other than five Demand Registrations (other than Short-Form Registrations permitted pursuant to as provided in Section 1(c)). The Requisite Additional Investors will together be entitled to initiate no more than one Demand Registration. Unless otherwise agreed by the Lead Investor, the Company will not be obligated to effect a Demand or pay the Registration during Expenses of more than three registrations requested by the six-month period following Required Investor Holders or one registration requested by the date any other Company registration statement is declared effective with respect Required Cypress Holders, pursuant to this Section 1, provided, however that such number shall be increased to the extent the Company does not include in what would otherwise be the final registration for which the Company is required to pay Registration Expenses the number of Common Shares. The Company shall not be obligated to effect a Demand Registration unless the aggregate proceeds expected to be received from the sale of the Registrable Securities requested to be included in such Demand Registration equals or exceeds $100 million, unless otherwise agreed registered by the Lead Investor and the Requisite Additional Investors. No Holders by reason of Section 1(f); provided, further, that a request for registration will not count for the purposes of the limitations in this Section 1(b) limitation if (i) the Requesting Holder(s) Majority Holders of the Registration determine in good faith to withdraw (provided that, if such registration is a Demand Registration requested by the Required Cypress Holders, for the purposes of this provision the "Majority Holders of the Registration" shall mean the Required Cypress Holders) (x) such Registration Request prior to the filing of a Demand Registration Statement or (y) such Demand Registration Statement (prior to the effective date of the Demand Registration Statement relating to such request) the proposed registration due to (1) marketing or regulatory reasons, (2) because of a material adverse change in the business, financial condition or prospects of the Company or (3) due to the exercise by the Company of its rights under Section 1(d) hereof, (ii) the Registration Statement relating to such request is not declared effective within 180 days of the date such Registration Statement registration statement is first filed with the Commission (other than solely by reason of the Requesting Holder(s) having refused Holders refusing to proceed) and the Majority Holders of the Registration withdraw such Requesting Holder(s) withdraw the Registration Request prior to such Registration Statement being declared effective, (iii) prior to the sale of at least 90% of the Registrable Securities included in the applicable registration relating to such request, such registration is adversely affected by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason and the Company fails to have such stop order, injunction or other order or requirement removed, withdrawn or resolved to the reasonable satisfaction of the Requesting Holder(s) within 30 days of the date of such order, (iv) more than 10% of the Registrable Securities requested by such Requesting Holder(s) to be included in such registration are not so included pursuant to Section 1(f), or (v) the conditions to closing specified in the underwriting agreement or purchase agreement entered into in connection with the registration relating to such request are not satisfied (other than as a result of a material default or breach thereunder by any member of such Requesting Holder(s)). Notwithstanding the foregoing, the Company will pay all Registration Expenses in connection with any request for registration pursuant tothe

Limitation on Demand Registrations. The Lead Investor will be entitled to initiate no more than five Demand Registrations (other than Short-Form Registrations permitted pursuant to Section 1(c)). The Requisite Additional Investors will together be entitled to initiate no more than one Demand Registration. Unless otherwise agreed by the Lead Investor, the Company will not be obligated to effect a Demand Registration during the six-month period following the date any other Company registration statement is declared effective with respect to the registration of Common Shares. The Company shall not be obligated to effect prepare and file with the Commission more than three Demand Registration Statements pursuant to Demand Registration Requests delivered by Stockholders pursuant to Section 2.1(a)(x) and shall not be obligated to prepare and file with the Commission more than two Demand Registration Statements pursuant to Demand Registration Requests delivered by Warrantholders pursuant to Section 2.1(a)(y). For purposes of the preceding sentence, a Demand Registration Statement shall not be deemed to have been effected (a) unless the aggregate proceeds expected to be received from the sale and until a registration statement with respect thereto has been declared effective by order of the Registrable Securities requested to be included in such Demand Registration equals or exceeds $100 millionCommission, unless otherwise agreed by the Lead Investor and the Requisite Additional Investors. No request for registration will count for the purposes of the limitations in this Section 1(b(b) if (i) the Requesting Holder(s) determine in good faith to withdraw (prior to the effective date of the Registration Statement relating to after such request) the proposed registration due to marketing or regulatory reasons, (ii) the Registration Statement relating to such request is not declared effective within 180 days of the date such Registration Statement is first filed with the Commission (other than solely by reason of the Requesting Holder(s) having refused to proceed) and such Requesting Holder(s) withdraw the Registration Request prior to such Registration Statement being declared statement has become effective, (iii) prior to the sale of at least 90% of the Registrable Securities included in the applicable registration relating to such request, such registration or the related offer, sale or distribution of Registrable Securities thereunder is adversely affected suspended by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason and the Company fails not attributable to have such stop order, injunction or other order or requirement removed, withdrawn or resolved to the reasonable satisfaction any of the Requesting Holder(s) within 30 days of the date of Selling Holders and such order, (iv) more than 10% of the Registrable Securities requested by such Requesting Holder(s) to be included in such registration are suspension is not so included pursuant to Section 1(f)thereafter eliminated, or (vc) if the conditions to closing specified in the any underwriting agreement or purchase agreement containing usual and customary terms entered into in connection with the such registration relating to such request are not satisfied (or waived, other than as a result by reason of a material default or breach thereunder by failure on the part of any member of such Requesting Holder(s))the Selling Holders. Notwithstanding the foregoing, the Company will pay all Registration Expenses in connection with any request for The Company's obligation to effect a given demand registration pursuant toto Section 2.1 shall be deemed to have been satisfied upon the earlier of (i) the date as of which all of the Registrable Securities included therein shall have been disposed of pursuant to the Demand Registration Statement, and (ii) the date as of which such Demand Registration Statement shall have been Continuously Effective for a period of 90 days.

Limitation on Demand Registrations. The Lead Investor will be entitled to initiate no more than five Demand Registrations (other than Short-Form Registrations permitted pursuant to Section 1(c)). The Requisite Additional Investors will together be entitled to initiate no more than one Demand Registration. Unless otherwise agreed by the Lead Investor, the Company will not be obligated to effect a Demand Registration during the six-month period following the date any other Company registration statement is declared effective with respect to the registration of Common Shares. The Company ---------------------------------- shall not be obligated to effect prepare and file with the Commission more than three Demand Registration Statements pursuant to Demand Registration Requests delivered by Stockholders pursuant to Section 2.1(a)(x) and shall not be obligated to prepare and file with the Commission more than two Demand Registration Statements pursuant to Demand Registration Requests delivered by Warrantholders pursuant to Section 2.1(a)(y). For purposes of the preceding sentence, a Demand Registration Statement shall not be deemed to have been effected (a) unless the aggregate proceeds expected to be received from the sale and until a registration statement with respect thereto has been declared effective by order of the Registrable Securities requested to be included in such Demand Registration equals or exceeds $100 millionCommission, unless otherwise agreed by the Lead Investor and the Requisite Additional Investors. No request for registration will count for the purposes of the limitations in this Section 1(b(b) if (i) the Requesting Holder(s) determine in good faith to withdraw (prior to the effective date of the Registration Statement relating to after such request) the proposed registration due to marketing or regulatory reasons, (ii) the Registration Statement relating to such request is not declared effective within 180 days of the date such Registration Statement is first filed with the Commission (other than solely by reason of the Requesting Holder(s) having refused to proceed) and such Requesting Holder(s) withdraw the Registration Request prior to such Registration Statement being declared statement has become effective, (iii) prior to the sale of at least 90% of the Registrable Securities included in the applicable registration relating to such request, such registration or the related offer, sale or distribution of Registrable Securities thereunder is adversely affected suspended by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason and the Company fails not attributable to have such stop order, injunction or other order or requirement removed, withdrawn or resolved to the reasonable satisfaction any of the Requesting Holder(s) within 30 days of the date of Selling Holders and such order, (iv) more than 10% of the Registrable Securities requested by such Requesting Holder(s) to be included in such registration are suspension is not so included pursuant to Section 1(f)thereafter eliminated, or (vc) if the conditions to closing specified in the any underwriting agreement or purchase agreement containing usual and customary terms entered into in connection with the such registration relating to such request are not satisfied (or waived, other than as a result by reason of a material default or breach thereunder by failure on the part of any member of such Requesting Holder(s))the Selling Holders. Notwithstanding the foregoing, the Company will pay all Registration Expenses in connection with any request for The Company's obligation to effect a given demand registration pursuant toto Section 2.1 shall be deemed to have been satisfied upon the earlier of (i) the date as of which all of the Registrable Securities included therein shall have been disposed of pursuant to the Demand Registration Statement, and (ii) the date as of which such Demand Registration Statement shall have been Continuously Effective for a period of 90 days.

Limitation on Demand Registrations. The Lead Investor will be entitled to initiate no more than five three (3) Demand Registrations (other than including the Short-Form Registrations Registration permitted pursuant to Section 1(c4.12(a)(3)). The Requisite Additional Investors will together be entitled to initiate no more than one Demand Registration. Unless otherwise agreed by the Lead Investor, and the Company will not be obligated to effect a more than one Demand Registration during in any six month period. Upon filing a Registration Statement, the six-month period following the date any other Company registration statement is declared will use its reasonable best efforts to keep such Registration Statement effective with respect to the SEC at all times until the Investor or any transferee who would require such registration of Common Shares. The Company shall not be obligated to effect a Demand Registration unless the aggregate proceeds expected to be received from the sale of the Registrable Securities requested to be included in such Demand Registration equals or exceeds $100 million, unless otherwise agreed by no longer holds the Lead Investor and the Requisite Additional InvestorsRegistrable Securities. No request for registration will count for the purposes of the limitations in this Section 1(b4.12(a)(2) if (i) the Requesting Holder(s) determine Investor determines in good faith to withdraw (the proposed registration prior to the effective date effectiveness of the Registration Statement relating to such request) the proposed registration request due to marketing conditions or regulatory reasonsreasons relating to the Company, (ii) the Registration Statement relating to such request is not declared effective within 180 days of the date such Registration Statement is first filed with the Commission SEC (other than solely by reason of the Requesting Holder(s) Investor having refused to proceed) and such Requesting Holder(s) withdraw the Investor withdraws its Registration Request prior to such Registration Statement being declared effective, (iii) prior to the sale of at least 90% of the Registrable Securities included in the applicable registration relating to such request, such registration is adversely affected by any stop order, injunction or other order or requirement of the Commission SEC or other governmental agency or court for any reason and the Company fails to have such stop order, injunction or other order or requirement removed, withdrawn or resolved to the Investor’s reasonable satisfaction of the Requesting Holder(s) within 30 thirty days of the date of such order, (iv) more than 10% of the Registrable Securities requested by such Requesting Holder(s) the Investor to be included in such the registration are not so included pursuant to Section 1(f4.12(a)(6), or (v) the conditions to closing specified in the underwriting agreement or purchase agreement entered into in connection with the registration relating to such request are not satisfied (other than as a result of a material default or breach thereunder by any member of such Requesting Holder(s)the Investor). Notwithstanding the foregoing, the Company will pay all Registration Expenses in connection with any request for registration pursuant toto Section 4.12(a)(1) regardless of whether or not such request counts toward the limitation set forth above.

Limitation on Demand Registrations. The Lead Investor will be entitled to initiate no more than five four Demand Registrations (other than including Short-Form Registrations permitted pursuant to Section 1(c2.1(c)). The Requisite Additional Investors will together be entitled to initiate no more than one Demand Registration. Unless otherwise agreed by the Lead Investor, the Company will not be obligated to effect a Demand Registration during the six-month period following the date any other Company registration statement is declared effective with respect to the registration of Common Shares. The Company shall not be obligated to effect a Demand Registration unless the aggregate proceeds expected to be received from the sale of the Registrable Securities requested to be included in such Demand Registration equals or exceeds $100 million, unless otherwise agreed by the Lead Investor and the Requisite Additional Investors. No request for registration will count for the purposes of the limitations in this Section 1(b2.1(b) if (i) the Requesting Holder(s) determine Investor determines in good faith to withdraw (the proposed registration prior to the effective date effectiveness of the Registration Statement relating to such request) the proposed registration request due to marketing conditions or regulatory reasonsreasons relating to the Company, (ii) the Registration Statement relating to such request is not declared effective within 180 days of the date such Registration Statement is first filed with the Commission (other than solely by reason of the Requesting Holder(s) Investor having refused to proceed) and such Requesting Holder(s) withdraw the Investor withdraws its Registration Request prior to such Registration Statement being declared effective, (iii) prior to the sale of at least 90% of the Registrable Securities included in the applicable registration relating to such request, such registration is adversely affected by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason and the Company fails to have such stop order, injunction or other order or of requirement removed, withdrawn or resolved to the Investor’s reasonable satisfaction of the Requesting Holder(s) within 30 thirty days of the date of such order, (iv) more than 10% of the Registrable Securities requested by such Requesting Holder(s) Investor to be included in such the registration are not so included pursuant to Section 1(f2.1(f), or (v) the conditions to closing specified in the underwriting agreement or purchase agreement entered into in connection with the registration relating to such request are not satisfied (other than as a result of a material default or breach thereunder by any member of such Requesting Holder(s)Investor). Notwithstanding the foregoing, the Company will pay all Registration Expenses in connection with any request for registration pursuant toto Section 2.1(a) regardless of whether or not such request counts toward the limitation set forth above.

Limitation on Demand Registrations. The Lead Investor will be entitled to initiate no more than five Demand Registrations (other than Short-Form Registrations permitted pursuant to Section 1(c)). The Requisite Additional Investors will together be entitled to initiate no more than one Demand Registration. Unless otherwise agreed by the Lead Investor, the Company will not be obligated to effect a Demand Registration during the six-month period following the date any other Company registration statement is declared effective with respect to the registration of Common Shares. The Company shall not be obligated to effect a Demand Registration unless the aggregate proceeds expected to be received from the sale of the Registrable Securities requested to be included in such Demand Registration equals or exceeds $100 million, unless otherwise agreed by the Lead Investor and the Requisite Additional Investors. No A request for registration will count for not constitute the purposes use of the limitations in this a Registration Request pursuant to Section 1(b2(a) if (i) the Requesting Holder(s) determine Shareholder determines in good faith to withdraw (prior to the effective date of the Registration Statement relating to such request) the proposed registration due to marketing or regulatory reasonsregistration, (ii) the Registration Statement relating to such request is not declared effective within 180 ninety (90) days of the date such Registration Statement registration statement is first filed with the Commission (other than solely by reason of the Requesting Holder(s) having refused to proceed) and such Requesting Holder(s) withdraw the Registration Request prior to such Registration Statement being declared effectiveSEC, (iii) prior to the sale of at least 90% of the Registrable Securities included in the applicable registration relating to such request, such registration is adversely affected by any stop order, injunction or other order or requirement of the Commission SEC or other governmental agency agency, quasi-governmental agent or self-regulatory body or court for any reason and the Company fails to have such stop order, injunction or other order or requirement removed, withdrawn or resolved to the reasonable satisfaction of the Requesting Holder(sholders of a majority of securities included in such registration statement within thirty (30) within 30 days of the date of such order, (iv) more than 1020% of the Registrable Securities requested by such the Requesting Holder(s) Shareholder to be included in such the registration are not so included pursuant to Section 1(f2(e); provided, or that, notwithstanding the foregoing, the Requesting Shareholder shall nonetheless be permitted to include the number of Registrable Securities that the underwriter permits to be included in such registration, (v) the conditions to closing specified in the any underwriting agreement or purchase agreement entered into in connection with the registration relating to such request are not satisfied (other than as a result of a material default or breach thereunder by any member the Requesting Shareholder), or (vi) the Company did not provide Full Cooperation in the case of such Requesting Holder(s))an underwritten offering. Notwithstanding the foregoingforegoing but except if expressly prohibited by applicable law, the Company will pay all Registration Expenses in connection with any request for registration pursuant toto Section 2(a) regardless of the application of this provision.

Limitation on Demand Registrations. The Lead Investor will be entitled to initiate no more than five four (4) Demand Registrations (other than including the Short-Form Registrations Registration permitted pursuant to Section 1(c4.12(a)(3)). The Requisite Additional Investors will together be entitled to initiate no more than one Demand Registration. Unless otherwise agreed by the Lead Investor, and the Company will not be obligated to effect a more than one Demand Registration during in any six month period. Upon filing a Registration Statement, the six-month period following the date any other Company registration statement is declared will use its reasonable best efforts to keep such Registration Statement effective with respect to the SEC at all times until the Investor or any transferee who would require such registration of Common Shares. The Company shall not be obligated to effect a Demand Registration unless the aggregate proceeds expected to be received from the sale of the Registrable Securities requested to be included in such Demand Registration equals or exceeds $100 million, unless otherwise agreed by no longer holds the Lead Investor and the Requisite Additional InvestorsRegistrable Securities. No request for registration will count for the purposes of the limitations in this Section 1(b4.12(a)(2) if (i) the Requesting Holder(s) determine Investor determines in good faith to withdraw (the proposed registration prior to the effective date effectiveness of the Registration Statement relating to such request) the proposed registration request due to marketing conditions or regulatory reasonsreasons relating to the Company, (ii) the Registration Statement relating to such request is not declared effective within 180 days of the date such Registration Statement is first filed with the Commission SEC (other than solely by reason of the Requesting Holder(s) Investor having refused to proceed) and such Requesting Holder(s) withdraw the Investor withdraws its Registration Request prior to such Registration Statement being declared effective, (iii) prior to the sale of at least 90% of the Registrable Securities included in the applicable registration relating to such request, such registration is adversely affected by any stop order, injunction or other order or requirement of the Commission SEC or other governmental agency or court for any reason and the Company fails to have such stop order, injunction or other order or requirement removed, withdrawn or resolved to the Investor’s reasonable satisfaction of the Requesting Holder(s) within 30 thirty days of the date of such order, (iv) more than 10% of the Registrable Securities requested by such Requesting Holder(s) the Investor to be included in such the registration are not so included pursuant to Section 1(f4.12(a)(6), or (v) the conditions to closing specified in the underwriting agreement or purchase agreement entered into in connection with the registration relating to such request are not satisfied (other than as a result of a material default or breach thereunder by any member of such Requesting Holder(s)the Investor). Notwithstanding the foregoing, the Company will pay all Registration Expenses in connection with any request for registration pursuant toto Section 4.12(a)(1) regardless of whether or not such request counts toward the limitation set forth above.

Limitation on Demand Registrations. The Lead Investor will be entitled Notwithstanding anything to initiate no more than five Demand Registrations (other than Short-Form Registrations permitted pursuant to the contrary set forth in Section 1(c3(a)). The Requisite Additional Investors will together be entitled to initiate no more than one Demand Registration. Unless otherwise agreed by the Lead Investor, the Company will not be obligated to effect a Demand Registration during the six-month period following the date any other Company registration statement is declared effective with respect to the registration of Common Shares. The Company shall not be obligated to effect file a Registration Statement with respect to a Demand Registration unless (i) upon a request by the Wand Investors (taken together), more than twice or upon a request by the AAM Investors (taken together), more than once, (ii) upon a request by an Initiating Holder that is a Capital Z Shareholder, if Registrable Securities having an aggregate proceeds expected market value of less than $15,000,000 owned by all Capital Z Shareholders participating in such registration are proposed to be received included in the Demand Registration, which net market value will be the product of such number of Registrable Securities times the proposed per share offering price, minus any underwriting commissions or discounts or transfer taxes (provided that the limitation set forth in this clause (ii) shall not be in effect at any time a Capital Z Shareholder's Registrable Securities are not able to be sold under Rule 144 under the Securities Act (or any successor provision then in effect) because of the Company's failure to comply with the information requirements thereunder, unless at such time, the Company's outside counsel (which shall be reasonably acceptable to the Initiating Holder) delivers a written opinion of counsel to such Initiating Holder to the effect that such holders' Registrable Securities may be publicly offered and sold without registration under the Securities Act); (iii) if the Company has any other Registration Statement on file which has not yet been declared effective or (iv) within a period of 180 days after the effective date of any registration statement of the Company. In addition, if the Board of Directors of the Company, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially interfere with any material financing, acquisition, corporate reorganization or merger or other transaction involving the Company or any of its Subsidiaries (a "Valid Business Reason"), the Company may (x) postpone the filing of a registration statement relating to a Demand Registration until such Valid Business Reason no longer exists, but in no event for more than 90 days and (y) in the event that a registration statement has been filed relating to a Demand Registration, if the Valid Business Reason has not resulted from actions taken by the Company, the Company, upon the approval of a majority of the Company's Board of Directors (such majority to include at least one director nominated by Capital Z), may cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement. The Company shall give written notice to the Selling Holders of its determination to postpone or withdraw a registration statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing pursuant to this paragraph more than once in any 12-month period. Each Selling Holder agrees that, upon receipt of any notice from the sale Company that the Company has determined to withdraw any registration statement pursuant to the immediately preceding paragraph, such holder will discontinue its disposition of Registrable Securities pursuant to such registration statement and, if so directed by the Company, will deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in such holder's possession, of the prospectus covering such Registrable Securities that was in effect at the time of receipt of such notice. If the Company shall give any notice of postponement or withdrawal of a registration statement, the Company shall, at such time as the Valid Business Reason that caused such postponement or withdrawal no longer exists (but in no event later than 90 days after the date of the postponement), use its reasonable best efforts to promptly effect the registration under the Securities Act of the Registrable Securities requested to be included covered by the postponed or withdrawn registration statement in such accordance with this Section 3 (unless the Initiating Holder delivering the Demand Registration equals or exceeds $100 millionrequest shall have withdrawn such request, unless otherwise agreed by in which case the Lead Investor and the Requisite Additional Investors. No request for Company shall not be considered to have effected an effective registration will count for the purposes of the limitations in this Section 1(b) if (i) the Requesting Holder(s) determine in good faith to withdraw (prior to the effective date of the Registration Statement relating to such request) the proposed registration due to marketing or regulatory reasons, (ii) the Registration Statement relating to such request is not declared effective within 180 days of the date such Registration Statement is first filed with the Commission (other than solely by reason of the Requesting Holder(s) having refused to proceed) and such Requesting Holder(s) withdraw the Registration Request prior to such Registration Statement being declared effective, (iii) prior to the sale of at least 90% of the Registrable Securities included in the applicable registration relating to such request, such registration is adversely affected by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason Agreement and the Company fails Initiating Holders shall not be considered to have such stop order, injunction or other order or requirement removed, withdrawn or resolved to the reasonable satisfaction exercised any of the Requesting Holder(s) within 30 days of the date of such order, (iv) more than 10% of the Registrable Securities requested by such Requesting Holder(s) to be included in such registration are not so included pursuant to its rights under Section 1(f), or (v) the conditions to closing specified in the underwriting agreement or purchase agreement entered into in connection with the registration relating to such request are not satisfied (other than as a result of a material default or breach thereunder by any member of such Requesting Holder(s3(a)). Notwithstanding the foregoing, the Company will pay all Registration Expenses in connection with any request for registration pursuant to.

Limitation on Demand Registrations. The Lead Investor will be entitled to initiate no more than five Demand Registrations (other than Short-Form Registrations permitted pursuant to Section 1(c)). The Requisite Additional Investors will together be entitled to initiate no more than one Demand Registration. Unless otherwise agreed by the Lead Investor, the Company will not be obligated to effect a Demand Registration during the six-month period following the date any other Company registration statement is declared effective with respect to the registration of Common Shares. The Company shall not be obligated to effect a Demand Registration unless the aggregate proceeds expected to be received from the sale of the Registrable Securities requested to be included in such Demand Registration equals or exceeds $100 million, unless otherwise agreed by the Lead Investor and the Requisite Additional Investors. No request for registration will count for the purposes of the limitations in this Section 1(b) if (i) the Requesting Holder(s) determine in good faith to withdraw (prior to the effective date of the Registration Statement relating to such request) the proposed registration due to marketing or regulatory reasons, (ii) the Registration Statement relating to such request is not declared effective within 180 days of the date such Registration Statement is first filed with the Commission (other than solely by reason of the Requesting Holder(s) having refused to proceed) and such Requesting Holder(s) withdraw the Registration Request prior to such Registration Statement being declared effective, (iii) prior to the sale of at least 90% of the Registrable Securities included in the applicable registration relating to such request, such registration is adversely affected by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason and the Company fails to have such stop order, injunction or other order or requirement removed, withdrawn or resolved to the reasonable satisfaction of the Requesting Holder(s) within 30 days of the date of such order, (iv) more than 10% of the Registrable Securities requested by such Requesting Holder(s) to be included in such registration are not so included pursuant to Section 1(f), or (v) the conditions to closing specified in the underwriting agreement or purchase agreement entered into in connection with the registration relating to such request are not satisfied (other than as a result of a material default or breach thereunder by any member of such Requesting Holder(s)). Notwithstanding the foregoing, the Company will pay all Registration Expenses in connection with any request for registration pursuant toto Section 1(a) regardless of whether or not such request counts toward the limitation set forth above.

Limitation on Demand Registrations. The Lead Investor Shareholder Representative will be entitled to initiate no more than five three (3) Demand Registrations (other than including Short-Form Registrations permitted pursuant to Section 1(c6(a)(iii)). The Requisite Additional Investors will together be entitled to initiate no more than one Demand Registration. Unless otherwise agreed by the Lead Investor, the Company will not be obligated to effect a Demand Registration during the six-month period following the date any other Company registration statement is declared effective with respect to the registration of Common Shares. The Company shall not be obligated to effect a Demand Registration unless the aggregate proceeds expected to be received from the sale of the Registrable Securities requested to be included in such Demand Registration equals or exceeds $100 million, unless otherwise agreed by the Lead Investor and the Requisite Additional Investors. No request for registration will count for the purposes of the limitations in this Section 1(b6(a)(ii) if (i) the Requesting Holder(s) determine Shareholder Representative determines in good faith to withdraw (the proposed registration prior to the effective date effectiveness of the Registration Statement relating to such request) the proposed registration request due to marketing conditions or regulatory reasonsreasons relating to the Company, (ii) the Registration Statement relating to such request is not declared effective within 180 one hundred and eighty (180) days of the date such Registration Statement is first filed with the Commission SEC (other than solely by reason of the Requesting Holder(s) Shareholder Representative having refused to proceed) and such Requesting Holder(s) withdraw the Shareholder Representative withdraws its Registration Request prior to such Registration Statement being declared effective, (iii) prior to the sale of at least ninety percent (90% %) of the Registrable Securities included in the applicable registration relating to such request, such registration is adversely affected by any stop order, injunction or other order or requirement of the Commission SEC or other governmental agency Governmental Entity or court for any reason and the Company fails to have such stop order, injunction or other order or requirement removed, withdrawn or resolved to the Shareholder Representative’s reasonable satisfaction of the Requesting Holder(swithin thirty (30) within 30 days of the date of such order, (iv) more than ten percent (10% %) of the Registrable Securities requested by such Requesting Holder(s) the Shareholder Representative to be included in such the registration are not so included pursuant to Section 1(f6(a)(vi), or (v) the conditions to closing specified in the underwriting agreement or purchase agreement entered into in connection with the registration relating to such request are not satisfied (other than as a result of a material default or breach thereunder by any member of such Requesting Holder(s)the Shareholder Representative Group). Notwithstanding the foregoing, the Company will pay all Registration Expenses in connection with any request for registration pursuant toto Section 6(a) regardless of whether or not such request counts toward the limitation set forth above.

Limitation on Demand Registrations. The Lead Investor aggregate number of Demand Registrations using a Long-Form Registration Statement that may be requested by the Eligible Holders shall not exceed three (3), provided, that the Company shall have no obligations under this Agreement with respect to any request for a Demand Registration using a Long-Form Registration Statement if a Long-Form Registration Statement relating to a Demand Request has been declared effective by the SEC within the prior ninety (90) days or, in the case of any Short-Form Registration Statements filed within the prior ninety (90) days, such shorter period specified in any applicable lock-up agreement entered into with underwriters. If the Issuer has not been subject to the requirements of Section 12 or 15(d) of the Exchange Act or has not filed all the material required to be filed pursuant to Section 13, 14 or 15(d) of the Exchange Act in the twelve calendar months following the IPO and is therefore not eligible to use Form S-3, the Eligible Holders may request one (1) additional Long-Form Registration Statement, subject to the timing restrictions set forth in this clause (b). The Eligible Holders may request an unlimited number of Demand Registrations using a Short-Form Registration Statement, provided, that the Company shall have no obligations under this Agreement with respect to any request for a Demand Registration using a Short-Form Registration Statement if a Short-Form Registration Statement relating to a Demand Request relating to an Underwritten Offering (other than a Block Trade) has been declared effective by the SEC within the prior ninety (90) days. The Demanding Holders will be entitled to initiate no more than five Demand Registrations (other than Short-a demand a Long Form Registrations permitted pursuant to Section 1(c)). The Requisite Additional Investors will together be entitled to initiate no more than one Demand Registration. Unless otherwise agreed by Registration Statement only if the Lead Investor, the Company will not be obligated to effect a Demand Registration during the six-month period following the date any other Company registration statement is declared effective with respect to the registration of Common Shares. The Company shall not be obligated to effect a Demand Registration unless the aggregate proceeds expected to be received from the sale total offering price of the Registrable Securities requested to be included sold in such Demand Registration equals or exceeds $100 millionoffering (including piggyback shares and before deduction of underwriting discounts) is reasonably expected to exceed, unless otherwise agreed by the Lead Investor and the Requisite Additional Investors. No request for registration will count for the purposes of the limitations in this Section 1(b) if (i) the Requesting Holder(s) determine in good faith to withdraw (prior to the effective date of the Registration Statement relating to such request) the proposed registration due to marketing or regulatory reasons, (ii) the Registration Statement relating to such request is not declared effective within 180 days of the date such Registration Statement is first filed with the Commission (other than solely by reason of the Requesting Holder(s) having refused to proceed) and such Requesting Holder(s) withdraw the Registration Request prior to such Registration Statement being declared effective, (iii) prior to the sale of at least 90% of the Registrable Securities included in the applicable registration relating to such requestaggregate, such registration is adversely affected by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason and the Company fails to have such stop order, injunction or other order or requirement removed, withdrawn or resolved to the reasonable satisfaction of the Requesting Holder(s) within 30 days of the date of such order, (iv) more than 10% of the Registrable Securities requested by such Requesting Holder(s) to be included in such registration are not so included pursuant to Section 1(f), or (v) the conditions to closing specified in the underwriting agreement or purchase agreement entered into in connection with the registration relating to such request are not satisfied (other than as a result of a material default or breach thereunder by any member of such Requesting Holder(s)). Notwithstanding the foregoing, the Company will pay all Registration Expenses in connection with any request for registration pursuant to$50 million.

Limitation on Demand Registrations. The Lead Investor will be entitled to initiate no more Other than five Demand Registrations (other than Short-Form Registrations permitted pursuant to as provided in Section 1(c)). The Requisite Additional Investors will together be entitled to initiate no more than one Demand Registration. Unless otherwise agreed by the Lead Investor, the Company will not be obligated to effect a Demand or pay the Registration during the six-month period following the date any other Company registration statement is declared effective Expenses of more than two registrations requested by each of MassMutual (together with respect its Affiliates) and Jefferies (together with its Affiliates) pursuant to this Section 1, provided, however that such number shall be increased to the extent the Company does not include in what would otherwise be the final registration for which the Company is required to pay Registration Expenses the number of Common Shares. The Company shall not be obligated to effect a Demand Registration unless the aggregate proceeds expected to be received from the sale of the Registrable Securities requested to be included in such Demand Registration equals or exceeds $100 million, unless otherwise agreed registered by the Lead Investor and the Requisite Additional Investors. No Holders by reason of Section 1(f); provided, further, that a request for registration will not count for the purposes of the limitations in this Section 1(b) limitation if (i) the Requesting Holder(s) Majority Holders of the Registration determine in good faith to withdraw (x) such Registration Request prior to the filing of a Demand Registration Statement or (y) such Demand Registration Statement (prior to the effective date of the Demand Registration Statement relating to such request) the proposed registration due to marketing or (1) regulatory reasons, (2) because of a material adverse change in the business, financial condition or prospects of the Company or (3) due to the exercise by the Company of its rights under Section 1(d) hereof, (ii) the Registration Statement relating to such request is not declared effective within 90 days (in any case where the Commission has no comments on the Registration Statement) or 180 days (in any case where the Commission has comments on the Registration Statement) of the date such Registration Statement registration statement is first filed with the Commission (other than solely by reason of the Requesting Holder(s) having refused Holders refusing to proceed) and the Majority Holders of the Registration withdraw such Requesting Holder(s) withdraw the Registration Request prior to such the effective date of the Demand Registration Statement being declared effectiverelating to such request, (iii) prior to the sale of at least 90% of the Registrable Securities included in the applicable registration relating to such request, such registration is adversely affected by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason and the Company fails to have such stop order, injunction or other order or requirement removed, withdrawn or resolved to the reasonable satisfaction of the Requesting Holder(s) Majority Holders of the Registration within 30 days of the date of such order, (iv) more than 10% of the Registrable Securities requested by such Requesting Holder(s) the Required Investor Holders to be included in such the registration are not so included pursuant to Section 1(f), or (v) the conditions to closing specified in the underwriting agreement or purchase agreement entered into in connection with the registration relating to such request are not satisfied (other than as a result of a material default or breach thereunder by any member of such Requesting Holder(s)the Required Investor Holders). Notwithstanding the foregoing, the Company will pay all Registration Expenses in connection with any request for registration pursuant toto Section 1(a) regardless of whether or not such request counts toward the limitation set forth above until such limit is reached.

Limitation on Demand Registrations. The Lead Investor Investors will be entitled to initiate no more than five six (6) Demand Registrations (other than Short-Form Registrations permitted pursuant to Section 1(c)). The Requisite Additional Investors will together be entitled to initiate no more than one Demand Registration. Unless otherwise agreed by the Lead InvestorRegistrations, and the Company will not be obligated to effect a more than one Demand Registration during in any six month period. Upon filing a Registration Statement, the six-month period following the date any other Company registration statement is declared will use its reasonable best efforts to keep such Registration Statement effective with respect to the SEC at all times until the Investors or any transferee who would require such registration of Common Shares. The Company shall not be obligated to effect a Demand Registration unless the aggregate proceeds expected to be received from the sale of the Registrable Securities requested to be included in such Demand Registration equals or exceeds $100 million, unless otherwise agreed by no longer holds the Lead Investor and the Requisite Additional InvestorsRegistrable Securities. No request for registration will count for the purposes of the limitations in this Section 1(b4.9(a)(2) if (i) the Requesting Holder(s) Investors determine in good faith to withdraw (the proposed registration prior to the effective date effectiveness of the Registration Statement relating to such request) the proposed registration request due to marketing conditions or regulatory reasonsreasons relating to the Company (provided that this clause (i) shall cease to apply to any Investor that has previously withdrawn a proposed registration), (ii) the Registration Statement relating to such request is not declared effective within 180 days of the date such Registration Statement is first filed with the Commission SEC (other than solely by reason of the Requesting Holder(s) Investors having refused to proceedproceed or provide any required information for inclusion therein) and such Requesting Holder(s) the Investors withdraw the Registration Request prior to such Registration Statement being declared effective, (iii) prior to the sale of at least 90% of the Registrable Securities included in the applicable registration relating to such request, such registration is adversely affected by any stop order, injunction or other order or requirement of the Commission SEC or other governmental agency or court for any reason and the Company fails to have such stop order, injunction or other order or requirement removed, withdrawn or resolved to the Investors’ reasonable satisfaction of the Requesting Holder(s) within 30 thirty days of the date of such order, (iv) more than 1025% of the Registrable Securities requested by such Requesting Holder(s) the Investors to be included in such the registration are not so included pursuant to Section 1(f4.9(a)(6), or (v) the conditions to closing specified in the underwriting agreement or purchase agreement entered into in connection with the registration relating to such request are not satisfied (other than as a result of a material default or breach thereunder by any member of such Requesting Holder(s)the Investors). Notwithstanding the foregoing, the Company will pay all Registration Expenses in connection with any request for registration pursuant toto Section 4.9(a)(1) regardless of whether or not such request counts toward the limitation set forth above.

Limitation on Demand Registrations. The Lead Investor will be entitled to initiate no more than five Demand Registrations (other than Short-Form Registrations permitted pursuant to Section 1(c)). The Requisite Additional Investors will together be entitled to initiate no more than one Demand Registration. Unless otherwise agreed by the Lead Investor, the Company will not be obligated to effect a Demand Registration during the six-month period following the date any other Company registration statement is declared effective with respect to the registration of Common Shares. The Company shall not be obligated to effect a Demand Registration unless the aggregate proceeds expected to be received from the sale of the Registrable Securities requested to be included in such Demand Registration equals or exceeds $100 million, unless otherwise agreed by the Lead Investor and the Requisite Additional Investors. No A request for registration will count for not constitute the purposes use of the limitations in this a Registration Request pursuant to Section 1(b2(a) if (i) the Requesting Holder(s) determine Shareholder determines in good faith to withdraw (prior to the effective date of the Registration Statement relating to such request) the proposed registration due to marketing or regulatory reasonsregistration, (ii) the Registration Statement relating to such request is not declared effective within 180 90 days of the date such Registration Statement registration statement is first filed with the Commission (other than solely by reason of the Requesting Holder(s) having refused to proceed) and such Requesting Holder(s) withdraw the Registration Request prior to such Registration Statement being declared effectiveSEC, (iii) prior to the sale of at least 90% of the Registrable Securities included in the applicable registration relating to such request, such registration is adversely affected by any stop order, injunction or other order or requirement of the Commission SEC or other governmental agency agency, quasi-governmental agent or self-regulatory body or court for any reason other than error or misconduct of the Shareholder and the Company fails to have such stop order, injunction or other order or requirement removed, withdrawn or resolved to the reasonable satisfaction of the Requesting Holder(s) holders of a majority of securities included in such registration statement within 30 days of the date of such order, (iv) more than 1025% of the Registrable Securities requested by such Requesting Holder(s) the Shareholder to be included in such the registration are not so included pursuant to Section 1(f2(e); provided, that, notwithstanding the foregoing, the Shareholder shall nonetheless be permitted to include the number of Registrable Securities that the underwriter permits to be included in such registration or (v) the conditions to closing specified in the any underwriting agreement or purchase agreement entered into in connection with the registration relating to such request are not satisfied (other than as a result of a material default or breach thereunder by any member of such Requesting Holder(s)the Shareholder). Notwithstanding the foregoingforegoing but except to the extent prohibited by applicable law, the Company will pay all Registration Expenses in connection with any request for registration pursuant toto Section 2(a) regardless of the application of this provision.

Limitation on Demand Registrations. The Lead Investor will be entitled to initiate no more than five Demand Registrations (other than Short-Form Registrations permitted pursuant to Section 1(c)). The Requisite Additional Investors will together be entitled to initiate no more than one Demand Registration. Unless otherwise agreed by the Lead Investor, the Company will not be obligated to effect more than two (2) registrations pursuant to Section 1(a) or underwritten takedowns under a Shelf Registration Statement pursuant to Section 1(c) (each, a “Demand Registration during the six-month period following the date any other Company registration statement is declared effective with respect to the registration of Common Shares. The Company shall not be obligated to effect Registration”); provided, however, that a Demand Registration unless the aggregate proceeds expected to be received from the sale of the Registrable Securities requested to be included in such Demand Registration equals or exceeds $100 million, unless otherwise agreed by the Lead Investor and the Requisite Additional Investors. No request for registration will not count for the purposes of the limitations in this Section 1(b) limitation if (i) the Requesting Holder(s) Required Holders determine in good faith to withdraw (prior to the effective date of the Registration Statement relating to such request) the proposed registration due to marketing or regulatory reasonsregistration, (ii) the Registration Statement relating to such request is not declared effective within 180 the earlier of (x) 130 days of the receipt by the Company of the related Registration Request and (y) 90 days of the date such Registration Statement registration statement is first filed with the Commission (other than solely by reason of the Requesting Holder(s) having refused to proceed) and such Requesting Holder(s) withdraw the Registration Request prior to such Registration Statement being declared effectiveCommission, (iii) prior to the sale of at least 90% all of the Registrable Securities included in the applicable registration relating to such request, such registration is adversely affected by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason and the Company fails to have such stop order, injunction or other order or requirement removed, withdrawn or resolved to the reasonable satisfaction of the Requesting Holder(s) within 30 days of the date of such orderreason, (iv) more than 10% any of the Registrable Securities requested by such Requesting Holder(s) the Required Holders to be included in such the registration are not so included pursuant to Section 1(f), or (v) the conditions to closing specified in the any underwriting agreement or purchase agreement entered into in connection with the registration relating to such request are not satisfied (other than as a result of a material default or breach thereunder by the Required Holders), or (vi) the Company has breached any member of its obligations hereunder with respect to such Requesting Holder(s))Demand Registration. Notwithstanding the foregoing, the Company will pay all Registration Expenses in connection with any request for registration pursuant toto Section 1(a) regardless of whether or not such request counts toward the limitations set forth in this paragraph.

Limitation on Demand Registrations. The Lead Investor will be entitled to initiate no more than five Demand Registrations (other than Short-Form Registrations permitted pursuant to Section 1(c)). The Requisite Additional Investors will together be entitled to initiate no more than one Demand Registration. Unless otherwise agreed by the Lead Investor, the Company will not be obligated to effect more than five registrations pursuant to this Section 1; provided that a Demand Registration during the six-month period following the date any other Company registration statement is declared effective with respect to the registration of Common Shares. The Company shall not be obligated to effect a Demand Registration unless the aggregate proceeds expected to be received from the sale of the Registrable Securities requested to be included in such Demand Registration equals or exceeds $100 million, unless otherwise agreed by the Lead Investor and the Requisite Additional Investors. No request for registration will not count for the purposes of the limitations in this Section 1(b) limitation if (i) the Requesting Holder(s) Holders of a majority of Registrable Securities covered by a particular registration determine in good faith to withdraw (prior to the effective date of the Registration Statement relating to such request) the proposed registration due to marketing or regulatory reasonsregistration, (ii) the Registration Statement relating to such request is not declared effective within 180 120 days of the date such Registration Statement registration statement is first filed with the Commission (other than solely by reason of the Requesting Holder(s) having refused to proceed) and such Requesting Holder(s) withdraw the Registration Request prior to such Registration Statement being declared effectiveCommission, (iii) prior to the sale of at least 90% of the Registrable Securities included in the applicable registration relating to if, after such requestRegistration Statement becomes effective, such registration is adversely affected by Registration Statement becomes subject to any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason and the Company fails to have such stop order, injunction or other order or requirement removed, withdrawn or resolved to the reasonable satisfaction of the Requesting Holder(s) within 30 days of the date of such orderreason, (iv) more than 10the Holders are not able to register and sell at least 80% of the Registrable Securities requested by such Requesting Holder(s) to be included in such registration are not so included pursuant to Section 1(f)registration, other than by reason of such Holders withdrawing their request or terminating the offering, (v) the conditions to closing specified in the underwriting agreement or purchase agreement entered into in connection with the registration relating to such request are not satisfied (other than as a result of a material default or material breach thereunder by any member the Holders), or (vi) if the Registration Statement relating to such request has not remained effective until the earlier of the time when all the Registrable Securities requested to be included in such Requesting Holder(s)registration are sold and the end of the period described in Section 1(g). Notwithstanding the foregoing, the Company will pay all Registration Expenses in connection with any request for registration pursuant toto Section 1(a) regardless of whether or not such request counts toward the limitation set forth above. The Company shall not be required to file and cause to become effective more than one registration statement in any six month period.

Limitation on Demand Registrations. The Lead Investor will be entitled to initiate no more than five two (2) Demand Registrations (other than Short-Form Registrations permitted pursuant to Section 1(c)). The Requisite Additional Investors will together be entitled to initiate no more than one Demand Registration. Unless otherwise agreed by the Lead InvestorRegistrations, and the Company will not be obligated to effect a more than one Demand Registration during in any six month period. Upon filing a Registration Statement, the six-month period following the date any other Company registration statement is declared will use its reasonable best efforts to keep such Registration Statement effective with respect to the SEC at all times until the Investor or any transferee who would require such registration of Common Shares. The Company shall not be obligated to effect a Demand Registration unless the aggregate proceeds expected to be received from the sale of the Registrable Securities requested to be included in such Demand Registration equals or exceeds $100 million, unless otherwise agreed by no longer holds the Lead Investor and the Requisite Additional InvestorsRegistrable Securities. No request for registration will count for the purposes of the limitations in this Section 1(b4.7(a)(2) if (i) the Requesting Holder(s) determine Investor determines in good faith to withdraw (the proposed registration prior to the effective date effectiveness of the Registration Statement relating to such request) the proposed registration request due to marketing conditions or regulatory reasonsreasons relating to the Company (provided that this clause (i) shall cease to apply if Investor has previously withdrawn a proposed registration), (ii) the Registration Statement relating to such request is not declared effective within 180 210 days of the date such Registration Statement is first filed with the Commission SEC (other than solely by reason of the Requesting Holder(s) Investor having refused to proceedproceed or provide any required information for inclusion therein) and such Requesting Holder(s) withdraw the Investor withdraws the Registration Request prior to such Registration Statement being declared effective, (iii) prior to the sale of at least 9085% of the Registrable Securities included in the applicable registration relating to such request, such registration is adversely affected by any stop order, injunction or other order or requirement of the Commission SEC or other governmental agency or court for any reason and the Company fails to have such stop order, injunction or other order or requirement removed, withdrawn or resolved to the Investor’s reasonable satisfaction of the Requesting Holder(s) within 30 thirty days of the date of such order, (iv) more than 1025% of the Registrable Securities requested by such Requesting Holder(s) the Investor to be included in such the registration are not so included pursuant to Section 1(f4.7(a)(6), or (v) the conditions to closing specified in the underwriting agreement or purchase agreement entered into in connection with the registration relating to such request request, if any, are not satisfied (other than as a result of a material default or breach thereunder by any member of such Requesting Holder(s)the Investor). Notwithstanding the foregoing, the Company will pay all Registration Expenses in connection with any request for registration pursuant toto Section 4.7(a)(1) regardless of whether or not such request counts toward the limitation set forth above.