Common use of Limitation on Registrations and Underwritten Offerings Clause in Contracts

Limitation on Registrations and Underwritten Offerings. (a) Notwithstanding the rights and obligations set forth in Sections 2.01 and 2.02, in no event shall the Company be obligated to take any action to effect any Demand Registration or any Marketed Underwritten Shelf Take-Down: (i) at the request of WP (and its Affiliates and Permitted Assignees) after the Company has effected such number of Demand Registrations and/or Marketed Underwritten Shelf Take-Downs at the request of WP and its Affiliates and Permitted Assignees equal to the number of WP Registration Demands; provided, however, that the first Marketed Underwritten Shelf Take-Down initiated by WP (or its Affiliates and Permitted Assignees) from any Shelf Registration Statement previously requested by WP (or its Affiliates and Permitted Assignees), shall not be deemed to be, solely for purposes of this Section 2.11(a)(i), a Marketed Underwritten Shelf Take-Down; and (ii) at the request of TVG (and its Affiliates and Permitted Assignees) after the Company has effected such number of Demand Registrations and/or Marketed Underwritten Shelf Take-Downs at the request of TVG and its Affiliates and Permitted Assignees equal to the number of TVG Registration Demands; provided, however, that the first Marketed Underwritten Shelf Take-Down initiated by TVG (or its Affiliates and Permitted Assignees) in respect of any Shelf Registration Statement previously requested by TVG (or its Affiliates and Permitted Assignees), shall not be deemed to be, solely for purposes of this Section 2.11(a)(ii), a Marketed Underwritten Shelf Take-Down. (b) Notwithstanding the rights and obligations set forth in Sections 2.01 and 2.02, in no event shall the Company be obligated to take any action to (i) effect more than one Marketed Underwritten Offering in any consecutive 90-day period or (ii) effect any Underwritten Offering unless the Institutional Investor initiating such Underwritten Offering proposes to sell Registrable Securities in such Underwritten Offering having a reasonably anticipated gross aggregate price (before deduction of underwriter commissions and offering expenses) of at least $10,000,000 or 100% of the Registrable Securities then held by such Institutional Investor (if the value of such Registrable Securities is reasonably anticipated to have a gross aggregate price of less than $10,000,000). (c) For purposes of this Agreement:

Limitation on Registrations and Underwritten Offerings. (a) Notwithstanding the rights and obligations set forth in Sections 2.01 and 2.02, in no event shall the Company be obligated to take any action to effect any Demand Registration or any Marketed Underwritten Shelf Take-Down: (i) at the request of WP (and its Affiliates and Permitted Assignees) after the Company has effected such number of Demand Registrations and/or Marketed Underwritten Shelf Take-Downs at the request of WP and its Affiliates and Permitted Assignees equal to the number of WP Sponsor Registration Demands; provided, however, that a Demand Registration and/or a Marketed Underwritten Shelf Take-Down shall not be deemed to have been effected solely for purposes of this Section 2.11(a)(i), if both Sponsors are Participating Sponsors in such Demand Registration or sell Registrable Securities in such Marketed Underwritten Shelf Take-Down, as applicable; provided, further, however, that the first Marketed Underwritten Shelf Take-Down initiated by WP (or its Affiliates and Permitted Assignees) from any Shelf Registration Statement previously requested by WP (or its Affiliates and Permitted Assignees), shall not be deemed to be, solely for purposes of this Section 2.11(a)(i), a Marketed Underwritten Shelf Take-Down; and (ii) at the request of TVG SLP (and its Affiliates and Permitted Assignees) after the Company has effected such number of Demand Registrations and/or Marketed Underwritten Shelf Take-Downs at the request of TVG SLP and its Affiliates and Permitted Assignees equal to the number of TVG SLP Sponsor Registration Demands; provided, however, that a Demand Registration and/or a Marketed Underwritten Shelf Take-Down shall not be deemed to have been effected solely for purposes of this Section 2.11(a)(ii), if both Sponsors are Participating Sponsors in such Demand Registration or sell Registrable Securities in such Marketed Underwritten Shelf Take-Down, as applicable; provided, further, however, that the first Marketed Underwritten Shelf Take-Down initiated by TVG SLP (or its Affiliates and Permitted Assignees) in respect of any Shelf Registration Statement previously requested by TVG SLP (or its Affiliates and Permitted Assignees), shall not be deemed to be, solely for purposes of this Section 2.11(a)(ii), a Marketed Underwritten Shelf Take-Down. (b) Notwithstanding the rights and obligations set forth in Sections 2.01 and 2.02, in no event shall the Company be obligated to take any action to (i) effect more than one Marketed Underwritten Offering in any consecutive 90-day period without the consent of both Sponsors or (ii) effect any Underwritten Offering unless the Institutional Investor Sponsor initiating such Underwritten Offering proposes to sell Registrable Securities in such Underwritten Offering having a reasonably anticipated gross net aggregate price (before after deduction of underwriter commissions and offering expenses) of at least $10,000,000 50,000,000 or 100% of the Registrable Securities then held by such Institutional Investor Sponsor (if the value of such Registrable Securities is reasonably anticipated to have a gross net aggregate price of less than $10,000,00050,000,000). (c) For purposes of this Agreement:

Limitation on Registrations and Underwritten Offerings. (a) Notwithstanding the rights and obligations set forth in Sections Section 2.01 and Section 2.02, in no event shall the Company be obligated to take any action to effect any Demand Registration or any Marketed Underwritten Shelf Take-Down: (i) at the request of WP a Tiptree Investor or a Warburg Investor (and its or their respective Affiliates and Permitted Assignees) after the Company has effected such number of Demand Registrations and/or Marketed Underwritten Shelf Take-Downs at the request of WP the Tiptree Investors or the Warburg Investors, as applicable, and its their respective Affiliates and Permitted Assignees equal to the number of WP Permitted Registration Demands; provided, however, that the first Marketed Underwritten Shelf Take-Down initiated by WP (or its Affiliates and Permitted Assignees) from any Shelf Registration Statement previously requested by WP (or its Affiliates and Permitted Assignees), shall not be deemed to be, solely for purposes of this Section 2.11(a)(i), a Marketed Underwritten Shelf Take-Down; and (ii) at the request of TVG (and its Affiliates and Permitted Assignees) after the Company has effected such number of Demand Registrations and/or Marketed Underwritten Shelf Take-Downs at the request of TVG and its Affiliates and Permitted Assignees equal to the number of TVG Registration Demands; provided, however, that the first Marketed Underwritten Shelf Take-Down initiated by TVG (or its Affiliates and Permitted Assignees) Demands in respect of any Shelf Registration Statement previously requested by TVG (or its Affiliates and Permitted Assignees), shall not be deemed to be, solely for purposes of this Section 2.11(a)(ii), a Marketed Underwritten Shelf Take-Downsuch applicable Investors. (b) Notwithstanding the rights and obligations set forth in Sections Section 2.01 and Section 2.02, in no event shall the Company be obligated to take any action to (i) effect more than one two (2) Long-Form Registrations or Marketed Underwritten Offering Offerings in any consecutive 90-day period 6 (six)-month period, or (ii) effect any Underwritten Offering unless the Institutional Investor initiating such Underwritten Offering proposes to sell Registrable Securities proposed to be sold in such Underwritten Offering having a reasonably anticipated gross aggregate price (before deduction of underwriter commissions and offering expenses) of at least $10,000,000 or 100% of the Registrable Securities then held by such Institutional Investor (if the value of such Registrable Securities is reasonably anticipated to have a gross aggregate price of less than $10,000,000)25,000,000. (c) For purposes of this Agreement:Agreement “Permitted Registration Demands” means three (3); provided, however, that with respect to Registrations pursuant to Section 2.02(a), if the Company is eligible to file a Short-Form Registration, such Short-Form Registrations (and any Shelf Take-Downs, including any Underwritten Shelf Take-Downs) shall not be limited or count as one (1) of the three (3) Permitted Registration Demands for purposes of Section 2.11(a); provided further that a Demand Registration shall not count as one (1) of the three (3) Permitted Registration Demands unless the applicable Demand Party is able to Register and sell at least ninety percent (90%) of the Registrable Securities requested to be included in such Demand Registration as so included.

Limitation on Registrations and Underwritten Offerings. (a) Notwithstanding the rights and obligations set forth in Sections 2.01 and 2.02, in no event shall the Company be obligated to take any action to effect any Demand Registration or any Marketed Underwritten Shelf Take-Down: (i) at the request of WP (and i) an Institutional Investor (or its Affiliates and Permitted Assignees) after the Company has effected such number of Demand Registrations and/or Marketed Underwritten Shelf Take-Downs at the request of WP the Institutional Investors and its their Affiliates and Permitted Assignees equal to the number of WP Institutional Investor Registration Demands; provided, however, that the first Marketed Underwritten Shelf Take-Down initiated by WP (Demands or its Affiliates and Permitted Assignees) from any Shelf Registration Statement previously requested by WP (or its Affiliates and Permitted Assignees), shall not be deemed to be, solely for purposes of this Section 2.11(a)(i), a Marketed Underwritten Shelf Take-Down; and (ii) at the request of TVG an Other Investor (and or its Affiliates and Permitted Assignees) after the Company has effected such number of one Demand Registrations and/or Marketed Underwritten Shelf TakeRegistration (including any Short-Downs Form Registration) at the request of TVG one or more of the Other Investors and its Affiliates and Permitted Assignees equal to the number of TVG Registration Demands; provided, however, that the first Marketed Underwritten Shelf Take-Down initiated by TVG (or its their Affiliates and Permitted Assignees) in respect of any Shelf Registration Statement previously requested by TVG (or its Affiliates and Permitted Assignees), shall not be deemed to be, solely for purposes of this Section 2.11(a)(ii), a Marketed Underwritten Shelf Take-Down. (b) Notwithstanding the rights and obligations set forth in Sections 2.01 and 2.02, in no event shall the Company be obligated to take any action to (i) effect more than one two (2) Short Form Registrations or Marketed Underwritten Offering Offerings in any consecutive 9012-day period or month period, (ii) effect any Underwritten Offering unless the Institutional Investor Demand Party initiating such Underwritten Offering proposes to sell Registrable Securities in such Underwritten Offering having a reasonably anticipated gross aggregate price (before deduction of underwriter commissions and offering expenses) of at least $10,000,000 20,000,000 or 100(iii) effect any Demand Registration or Short-Form Registration initiated by an Other Investor if such Other Investor holds less than 25% of the Registrable Securities then held by issued to such Institutional Other Investor (if pursuant to the value of Securities Purchase Agreements at the time such Registrable Securities is reasonably anticipated to have a gross aggregate price of less than $10,000,000)Other Investor initiates such Demand Registration or Short-Form Registration. (c) For purposes of this Agreement:Agreement “Institutional Investor Registration Demands” means three (3); provided, however, that with respect to Registrations pursuant to Section 2.02(a), if the Company is eligible to file a Short-Form Registration, such Short Form Registrations (and any Shelf Take-Downs, including any Marketed Underwritten Shelf Take-Downs) shall not be limited and shall not count as one of the three (3) Institutional Investor Registration Demands for purposes of Section 2.11(a).

Limitation on Registrations and Underwritten Offerings. (a) Notwithstanding the rights and obligations set forth in Sections 2.01 and 2.02, in no event shall the Company be obligated to take any action to effect any Demand Registration or any Marketed Underwritten Shelf Shelf-Take-Down: (i) Down at the request of WP (and its Affiliates and Permitted Assignees) after the Company has effected such number of Demand Registrations and/or Marketed Underwritten Shelf Take-Downs at the request of WP and its Affiliates and Permitted Assignees equal to the number of WP Registration Demands; provided, however, that the first Marketed Underwritten Shelf Take-Down initiated by WP (or its Affiliates and Permitted Assignees) from any Shelf Registration Statement or Canadian Shelf Prospectus previously requested by WP (or its Affiliates and Permitted Assignees), shall not be deemed to be, solely for purposes of this Section 2.11(a)(i), a Marketed Underwritten Shelf Take-Down; and (ii) at the request of TVG (and its Affiliates and Permitted Assignees) after the Company has effected such number of Demand Registrations and/or Marketed Underwritten Shelf Take-Downs at the request of TVG and its Affiliates and Permitted Assignees equal to the number of TVG Registration Demands; provided, however, that the first Marketed Underwritten Shelf Take-Down initiated by TVG (or its Affiliates and Permitted Assignees) in respect of any Shelf Registration Statement previously requested by TVG (or its Affiliates and Permitted Assignees), shall not be deemed to be, solely for purposes of this Section 2.11(a)(ii2.10(a), a Marketed Underwritten Shelf Take-Down. (b) Notwithstanding the rights and obligations set forth in Sections 2.01 and 2.02, in no event shall the Company be obligated to take any action to (i) effect more than one Marketed Underwritten Offering in any consecutive 90-day period or (ii) effect any Underwritten Offering unless the Institutional Investor initiating such Underwritten Offering WP proposes to sell Registrable Securities in such Underwritten Offering having a reasonably anticipated gross aggregate price (before deduction of underwriter commissions and offering expenses) of at least $10,000,000 5,000,000 or 100% of the Registrable Securities then held by such Institutional Investor WP (if the value of such Registrable Securities is reasonably anticipated to have a gross aggregate price of less than $10,000,0005,000,000). (c) For purposes of this Agreement:: “WP Registration Demands” means five (5); provided, however, that with respect to Registrations pursuant to Section 2.02(a), if the Company is eligible to file a Short Form Registration, such Short Form Registrations shall not be limited and shall not count as one of the five (5) WP Registration Demands for purposes of Section 2.10(a).

Limitation on Registrations and Underwritten Offerings. (a) Notwithstanding the rights and obligations set forth in Sections 2.01 and 2.02, in no event shall the Company be obligated to take any action to effect any Demand Registration or any Marketed Underwritten Shelf Take-Down: (i) at the request of WP (and its Affiliates and Permitted Assignees) after the Company has effected such number of three (3) Demand Registrations and/or Marketed Underwritten Shelf Take-Downs at the request of WP and its Affiliates and Permitted Assignees equal to the number of WP Registration Demands; provided, however, that the first Marketed Underwritten Shelf Take-Down initiated by WP (or its Affiliates and Permitted Assignees) from any Shelf Registration Statement previously requested by WP (or its Affiliates and Permitted Assignees), shall not be deemed to be, solely for purposes of this Section 2.11(a)(i), a Marketed Underwritten Shelf Take-Down; and (ii) at the request of TVG Xxxxxxx Xxxxx (and its Affiliates and Permitted Assignees) after the Company has effected such number of one (1) Demand Registrations Registration and/or Marketed Underwritten Shelf Take-Downs Down at the request of TVG Xxxxxxx Sachs and its Affiliates and Permitted Assignees equal to the number of TVG Registration Demands; provided, however, that the first Marketed Underwritten Shelf Take-Down initiated by TVG (or its Affiliates and Permitted Assignees) in respect of any Shelf Registration Statement previously requested by TVG (or its Affiliates and Permitted Assignees), shall not be deemed to be, solely for purposes of this Section 2.11(a)(ii), a Marketed Underwritten Shelf Take-Down. (b) Notwithstanding the rights and obligations set forth in Sections 2.01 and 2.02, in no event shall the Company be obligated to take any action to (i) effect more than one Marketed Underwritten Offering in any consecutive 90-day period without the consent of WP and Xxxxxxx Xxxxx or (ii) effect any Underwritten Offering unless the Institutional Investor Sponsor initiating such Underwritten Offering proposes to sell Registrable Securities in such Underwritten Offering having a reasonably anticipated gross net aggregate price (before after deduction of underwriter commissions and offering expenses) of at least $10,000,000 50,000,000 or 100% of the Registrable Securities then held by such Institutional Investor Sponsor (if the value of such Registrable Securities is reasonably anticipated to have a gross net aggregate price of less than $10,000,00050,000,000). (c) For purposes the avoidance of this Agreement:doubt, each Sponsor shall have the right to obligate the Company to effect an unlimited number of Shelf Take-Downs that are not Marketed Underwritten Shelf Take-Downs.

Limitation on Registrations and Underwritten Offerings. (a) Notwithstanding the rights and obligations set forth in Sections 2.01 and 2.02, in no event shall the Company be obligated to take any action to effect any Demand Registration or any Marketed Underwritten Shelf Take-Down: (i) Down at the request of WP (and its Affiliates and Permitted Assignees) after the Company has effected such number of Demand Registrations and/or Marketed Underwritten Shelf Take-Downs at the request of WP and its Affiliates and Permitted Assignees equal to the number of WP Registration Demands; provided, however, that the first Marketed Underwritten Shelf Take-Down initiated by WP (or its Affiliates and Permitted Assignees) from any Shelf Registration Statement or Canadian Shelf Prospectus previously requested by WP (or its Affiliates and Permitted Assignees), shall not be deemed to be, solely for purposes of this Section 2.11(a)(i), a Marketed Underwritten Shelf Take-Down; and (ii) at the request of TVG (and its Affiliates and Permitted Assignees) after the Company has effected such number of Demand Registrations and/or Marketed Underwritten Shelf Take-Downs at the request of TVG and its Affiliates and Permitted Assignees equal to the number of TVG Registration Demands; provided, however, that the first Marketed Underwritten Shelf Take-Down initiated by TVG (or its Affiliates and Permitted Assignees) in respect of any Shelf Registration Statement previously requested by TVG (or its Affiliates and Permitted Assignees), shall not be deemed to be, solely for purposes of this Section 2.11(a)(ii2.10(a), a Marketed Underwritten Shelf Take-Down. (b) Notwithstanding the rights and obligations set forth in Sections 2.01 and 2.02, in no event shall the Company be obligated to take any action to (i) effect more than one Marketed Underwritten Offering in any consecutive 90-day period or (ii) effect any Underwritten Offering unless the Institutional Investor initiating such Underwritten Offering WP proposes to sell Registrable Securities in such Underwritten Offering having a reasonably anticipated gross aggregate price (before deduction of underwriter commissions and offering expenses) of at least $10,000,000 5,000,000 or 100% of the Registrable Securities then held by such Institutional Investor WP (if the value of such Registrable Securities is reasonably anticipated to have a gross aggregate price of less than $10,000,0005,000,000). (c) For purposes of this Agreement:: “WP Registration Demands” means five (5); provided, however, that with respect to Registrations pursuant to Section 2.02(a), if the Company is eligible to file a Short Form Registration, such Short Form Registrations shall not be limited and shall not count as one of the five (5) WP Registration Demands for purposes of Section 2.10(a).