Common use of Filing Registration Statement Clause in Contracts

Filing Registration Statement. The Company shall use its best efforts to, as expeditiously as possible after receipt of a request for a Demand Registration pursuant to Section 2.1, prepare and file with the Commission a Registration Statement on any form for which the Company then qualifies or which counsel for the Company shall deem appropriate and which form shall be available for the sale of all Registrable Securities to be registered thereunder in accordance with the intended method(s) of distribution thereof, and shall use its best efforts to cause such Registration Statement to become effective and use its best efforts to keep it effective for the period required by Section 3.1.3; provided, however, that the Company shall have the right to defer any Demand Registration for up to thirty (30) days, and any Piggy-Back Registration for such period as may be applicable to deferment of any Demand Registration to which such Piggy-Back Registration relates, in each case if the Company shall furnish to the holders a certificate signed by the President or Chairman of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would be materially detrimental to the Company and its shareholders for such Registration Statement to be effected at such time; provided further, however, that the Company shall not have the right to exercise the right set forth in the immediately preceding proviso more than once in any 365-day period in respect of a Demand Registration hereunder. Notwithstanding anything to the contrary contained in this Agreement, if Registration shall become effective with respect to any Registrable Securities held by any holder of Registrable Securities prior to the expiration of the Founder Shares Lock-up Expiration Date, the Private Placement Warrants Lock-up Expiration Date or the Working Capital Warrants Lock-up Expiration Date, as the case may be, each certificate of such Registrable Security and each certificate issued in exchange for or upon the transfer of any such Registrable Securities will continue to be endorsed thereon with a legend indicating restrictions on transfer. Such legend will be removed from the certificates evidencing any such securities upon the expiration of the applicable Lock-up Expiration Date.

Filing Registration Statement. The Company Parent shall use its best commercially reasonable efforts to, as expeditiously as possible within forty-five (45) days after receipt of a request for a Demand Registration or the Sponsor Demand Registration or pursuant to Section 2.12, prepare and file with the Commission a Registration Statement on any form form, for which the Company Parent then qualifies or and which counsel for the Company Parent shall deem appropriate (to the extent that the Registration Statement is a Form S-1, Parent shall use its commercially reasonable efforts to convert such Registration Station to a Registration Statement on Form S-3 as soon as practicable after the Company is eligible to use Form S-3) and which form shall be available for the sale of all Registrable Securities to be registered thereunder in accordance with the intended method(s) of distribution thereof, and shall use its best commercially reasonable efforts to cause such Registration Statement to become effective as of the proposed date of effectiveness or as soon as practical thereafter and use its best commercially reasonable efforts to keep it effective for until all Registrable Securities to which such Demand Registration or Sponsor Demand Registration relates have been disposed, up to a maximum of 180 days (extended by any period during which a stop order or injunction of the period required by Section 3.1.3Commission or any other governmental agency or court is in effect); provided, however, that that, except with respect to the Company First Registration, the Parent shall have the right to defer any Demand Registration or Sponsor Demand Registration for the shortest possible period of time (which such period may not be extended or renewed), up to thirty sixty (3060) days, days and any Piggy-Back Registration for such period as may be applicable to deferment of any Demand Registration demand registration to which such Piggy-Back Registration relates, in each case if the Company Parent shall furnish to the holders a certificate signed by the President Chief Executive Officer or Chairman of the Company Board of Parent stating that, in the good faith judgment of the Board of Directors of the CompanyParent, it would be materially detrimental to the Company Parent and its shareholders stockholders for such Registration Statement to be effected at such time; provided further, however, that the Company shall not have the right to exercise the right set forth in the immediately preceding proviso more than once in any 365-day period in respect of a Demand Registration hereunder. Notwithstanding anything to the contrary contained in this Agreement, if Registration shall become effective with respect to any Registrable Securities held by any holder of Registrable Securities prior to the expiration of such period. The combined postponement periods relating to all Demand Registrations and the Founder Shares LockSponsor Demand Registration in any 12-up Expiration Datemonth period shall not exceed ninety (90) days. In determining whether the combined postponement periods have exceeded ninety (90) days pursuant to the preceding sentence, the Private Placement Warrants Lock-up Expiration Date or postponement periods of all Demand Registrations and the Working Capital Warrants Lock-up Expiration DateSponsor Demand Registration shall be counted separately, as the case may be, each certificate of such Registrable Security and each certificate issued in exchange for or upon the transfer of any such Registrable Securities will continue to be endorsed thereon with a legend indicating restrictions on transfer. Such legend will be removed from the certificates evidencing any such securities upon the expiration of the applicable Lock-up Expiration Dateeven if they overlap.

Filing Registration Statement. The Company shall use its best commercially reasonable efforts to, as expeditiously as possible within forty-five (45) days after receipt of a request for a Demand Registration pursuant to Section 2.12, prepare and file with the Commission a Registration Statement on any form form, for which the Company then qualifies or and which counsel for the Company shall deem appropriate (to the extent that the Registration Statement is a Form S-1, Company shall use its commercially reasonable efforts to convert such Registration Station to a Registration Statement on Form S-3 as soon as practicable after the Company is eligible to use Form S-3) and which form shall be available for the sale of all Registrable Securities to be registered thereunder in accordance with the intended method(s) of distribution thereof, and shall use its best commercially reasonable efforts to cause such Registration Statement to become effective as of the proposed date of effectiveness or as soon as practical thereafter and use its best commercially reasonable efforts to keep it effective for until all Registrable Securities to which such Demand Registration relates have been disposed, up to a maximum of 180 days (extended by any period during which a stop order or injunction of the period required by Section 3.1.3Commission or any other governmental agency or court is in effect); provided, however, that the Company shall have the right to defer any Demand Registration for the shortest possible period of time (which such period may not be extended or renewed), up to thirty sixty (3060) days, days and any Piggy-Back Registration for such period as may be applicable to deferment of any Demand Registration demand registration to which such Piggy-Back Registration relates, in each case if the Company shall furnish to the holders Holder a certificate signed by the President or Chairman of the Board of Company stating that, in the good faith judgment of the Board of Directors of the Company, it would be materially detrimental to the Company and its shareholders stockholders for such Registration Statement to be effected at such time; provided further, however, that the Company shall not have the right to exercise the right set forth in the immediately preceding proviso more than once in any 365-day period in respect of a Demand Registration hereunder. Notwithstanding anything to the contrary contained in this Agreement, if Registration shall become effective with respect to any Registrable Securities held by any holder of Registrable Securities prior to the expiration of such period. The combined postponement periods relating to all Demand Registrations in any twelve (12)-month period shall not exceed ninety (90) days. In determining whether the Founder Shares Lock-up Expiration Datecombined postponement periods have exceeded ninety (90) days pursuant to the preceding sentence, the Private Placement Warrants Lock-up Expiration Date or the Working Capital Warrants Lock-up Expiration Datepostponement periods of all Demand Registrations shall be counted separately, as the case may be, each certificate of such Registrable Security and each certificate issued in exchange for or upon the transfer of any such Registrable Securities will continue to be endorsed thereon with a legend indicating restrictions on transfer. Such legend will be removed from the certificates evidencing any such securities upon the expiration of the applicable Lock-up Expiration Dateeven if they overlap.

Filing Registration Statement. The Company shall use its best efforts toParent shall, as expeditiously as possible and in any event within sixty (60) days after receipt of a request for a Demand Registration pursuant to Section 2.14.1, prepare and file with the Commission a Registration Statement on any form for which the Company Parent then qualifies or which that counsel for the Company Parent shall deem appropriate and which form shall be available for the sale resale of all Registrable Securities to be registered thereunder in accordance with the intended method(s) of distribution thereof, and shall use its reasonable best efforts to cause such Registration Statement to become effective and use its best efforts to keep it remain effective for the period required by Section 3.1.35.1(c); provided, however, that Parent may postpone the Company shall have filing or the right to defer any Demand Registration for up to thirty (30) days, and any Piggy-Back Registration for such period as may be applicable to deferment effectiveness of any Demand Registration Statement other than the Registration Statement filed pursuant to which such Piggy-Back Registration relatesSection 4.3(c) if, in each case if the Company shall furnish to the holders a certificate signed by the President or Chairman of the Company stating that, in based on the good faith judgment of Parent’s Board, such postponement is necessary in order to avoid premature disclosure of a matter the Board has determined would not be in the best interest of Directors of the Company, it would be materially detrimental to the Company and its shareholders for such Registration Statement Parent to be effected disclosed at such time; provided further, however, that the . The Company shall not have provide written notice to the right Registrable Securityholders requesting registration of Registrable Securities of any postponement of the filing or effectiveness of a Registration Statement pursuant to exercise this Section 5.1(a). Parent may defer the right set forth in the immediately preceding proviso more than filing or effectiveness of a Registration Statement pursuant to this Section 5.1(a) only once in during any 365180-day period in respect of a Demand Registration hereunder. Notwithstanding anything the provisions of this Section 5.1(a), Parent may not postpone the filing or effectiveness of a Registration Statement in respect of a Demand Registration past the date that is the earliest of (a) the date upon which any disclosure of a matter the Board has determined would not be in the best interest of Parent to be disclosed is disclosed to the contrary contained in this Agreementpublic or ceases to be material, (b) thirty (30) days after the date upon which the Board has determined such matter should not be disclosed and (c) such date that, if such postponement continued, would result in there being more than 45 days in the aggregate in any 12-month period during which the filing or effectiveness of one or more Registration shall become effective with respect Statements has been so postponed. The period during which filing or effectiveness is so postponed hereunder is referred to any Registrable Securities held by any holder of Registrable Securities prior to the expiration of the Founder Shares Lock-up Expiration Date, the Private Placement Warrants Lock-up Expiration Date or the Working Capital Warrants Lock-up Expiration Date, as the case may be, each certificate of such Registrable Security and each certificate issued in exchange for or upon the transfer of any such Registrable Securities will continue to be endorsed thereon with a legend indicating restrictions on transfer. Such legend will be removed from the certificates evidencing any such securities upon the expiration of the applicable Lock-up Expiration Date“Delay Period.”

Filing Registration Statement. The Company shall use its best commercially reasonable efforts to, as expeditiously as possible after receipt of a request for a Demand Registration pursuant to Section 2.12.2, prepare and file with the Commission a Registration Statement on any form for which the Company then qualifies or which counsel for the Company shall deem appropriate and which form shall be available for the sale of all Registrable Securities to be registered thereunder in accordance with the intended method(s) of distribution thereof, and shall use its best commercially reasonable efforts to cause such Registration Statement to become effective and use its best commercially reasonable efforts to keep it effective for until all Registrable Securities covered by such Registration Statement are cold in accordance with the period required by Section 3.1.3intended plan of distribution set forth in such Registration Statement or supplement to the Prospectus; provided, however, that if the filing, initial effectiveness or continued use of any Registration Statement (including the Resale Shelf Registration Statement) at any time would require the Company to make an Adverse Disclosure, the Company may, upon giving prompt written notice of such action to the holders of Registrable Securities, delay the filing or initial effectiveness of, or suspend use of, such Registration Statement (a “Suspension Event”); provided, however, that the Company shall have the right not be permitted to defer exercise a Suspension Event for more than a total of ninety (90) calendar days in any Demand Registration for up to thirty three hundred sixty-five (30) days, 365)-day period; and any Piggy-Back Registration for such period as may be applicable to deferment of any Demand Registration to which such Piggy-Back Registration relates, in each case if the Company shall furnish to the holders a certificate signed by the President or Chairman of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would be materially detrimental to the Company and its shareholders for such Registration Statement to be effected at such time; provided further, however, further that the Company shall not have register any securities for its own account or that of any other stockholder during any such Suspension Event, other than pursuant to a registration relating to the right sale or grant of securities to exercise employees or directors of the right set forth Company or a subsidiary pursuant to a stock option, stock purchase, equity incentive or similar plan; or a registration in which the immediately preceding proviso more than once in any 365-day period in respect only Class A Common Stock being registered is Class A Common Stock issuable upon conversion of debt securities that are also being registered. In the case of a Demand Registration hereunder. Notwithstanding anything to Suspension Event, the contrary contained in this Agreement, if Registration shall become effective with respect to any Registrable Securities held by any holder holders of Registrable Securities prior agree to the expiration of the Founder Shares Lock-up Expiration Date, the Private Placement Warrants Lock-up Expiration Date or the Working Capital Warrants Lock-up Expiration Date, as the case may be, each certificate of such Registrable Security and each certificate issued in exchange for or upon the transfer of any such Registrable Securities will continue to be endorsed thereon with a legend indicating restrictions on transfer. Such legend will be removed from the certificates evidencing any such securities upon the expiration suspend use of the applicable Lock-up Expiration DateProspectus in connection with any sale or purchase, or offer to sell or purchase, Registrable Securities, as applicable, upon receipt of the notice referred to above. The Company shall immediately notify the holders of Registrable Securities in writing upon the termination of any Suspension Event, amend or supplement the Prospectus, if necessary, so it does not contain any untrue statement of a material fact or any omission of a material fact required to be stated therein or necessary to make the statements therein not misleading and furnish to the holders of Registrable Securities such numbers of copies of the Prospectus as so amended or supplemented as the holders of Registrable Securities may reasonably request. The Company shall, if necessary, supplement or amend the Resale Shelf Registration Statement or Demand Registration Statement, if required by the registration form used by the Company for the Resale Shelf Registration Statement or Demand Registration or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by the holders of Registrable Securities holding a majority of Registrable Securities that are included in such Resale Shelf Registration Statement or Demand Registration Statement.

Filing Registration Statement. The Company shall use its best efforts toshall, as expeditiously as possible practicable and in any event within sixty (60) days after receipt of a request for a Demand Registration pursuant to Section 2.1, prepare and file with the Commission a Registration Statement on any form for which the Company then qualifies or which counsel for the Company shall deem appropriate and which form shall be available for the sale of all Registrable Securities to be registered thereunder in accordance with the intended method(s) of distribution thereof, and shall use its best commercially reasonable efforts to cause such Registration Statement to become effective and use its best efforts to keep it remain effective for the period required by Section 3.1.3; provided, however, that the Company shall have the right to defer any Demand Registration for up to thirty (30) days, and any Piggy-Back Registration for such period as may be applicable to deferment of any Demand Registration demand registration to which such Piggy-Back Registration relates, in each case case, if the Company shall furnish to the holders a certificate signed by the President or Chairman of the Company furnishes to the Demanding Holders a certificate stating in good faith that (a) the Company expects to file a registration statement (other than a registration statement relating to any employee benefit plan, or a registration statement related solely to stock issued upon conversion of debt securities) within 90 days of the Company's receipt of the request for Demand Registration or (b) a corporate development exists or occurs that, in the good faith judgment of the Board of Directors reasonable discretion of the Company, makes it would be materially detrimental appropriate to postpone or suspend the Company availability of the registration statement, and is therefore exercising its shareholders for such right to delay the filing of a Registration Statement to be effected at such time; provided further, however, that during the resulting Blackout Period (defined below) (the "Blackout Period Certificate") within fifteen (15) Business Days after it receives the Demand Registration request then (i) the Company shall not have be required to take any action pursuant to this Section 3.1.1 during such Blackout Period, provided that the right Company is actively employing in good faith all commercially reasonable efforts to exercise cause such registration statement to become effective, (ii) the right set forth Demand Registration request shall be deemed received, for purposes of determining the availability of registration rights of the Holders under this Section 3.1.1, when actually received by the Company, and (iii) the Demand Registration request shall be deemed received, for purposes of determining the timing of any obligation of the Company under this Section 3.1.1, on the first Business Day immediately succeeding the conclusion of such Blackout Period; provided that in the immediately preceding proviso more than once event the Company in any 365fact files such Registration Statement within such 90-day period, such 90-day period in respect shall be extended until the last day of the distribution period of such primary offering of securities. For purposes of this Section 3.1.1, "Blackout Period" means a Demand Registration hereunder. Notwithstanding anything period not to exceed ninety (90) days beginning on the date the Company's President furnishes to the contrary contained in this Agreement, if Registration shall become effective with respect to any Registrable Securities held by any holder of Registrable Securities prior to Demanding Holders the expiration of the Founder Shares Lock-up Expiration Date, the Private Placement Warrants Lock-up Expiration Date or the Working Capital Warrants Lock-up Expiration Date, as the case may be, each certificate of such Registrable Security and each certificate issued in exchange for or upon the transfer of any such Registrable Securities will continue to be endorsed thereon with a legend indicating restrictions on transfer. Such legend will be removed from the certificates evidencing any such securities upon the expiration of the applicable Lock-up Expiration DateBlackout Period Certificate.

Filing Registration Statement. The Company shall use its reasonable best efforts to, as expeditiously as possible after receipt of a request for a Demand Registration pursuant to Section 2.12.2, prepare and file with the Commission a Registration Statement with respect to such Registrable Securities on any form for which the Company then qualifies or which counsel for the Company shall deem appropriate and which form shall be available for the sale of all Registrable Securities to be registered thereunder in accordance with the intended method(s) of distribution thereof, and shall use its reasonable best efforts to cause such Registration Statement to become effective and use its reasonable best efforts to keep it effective for the period required by Section 3.1.3Effectiveness Period. If the filing, initial effectiveness or continued use of any Registration Statement (including a Resale Shelf Registration Statement or Demand Registration Statement) at any time would require the Company to make an Adverse Disclosure, the Company may, upon giving prompt written notice of such action to the Investors, delay the filing or initial effectiveness of, or suspend use of, such Registration Statement (a “Suspension Event”); provided, however, that the Company shall have the right not be permitted to defer any Demand Registration exercise a Suspension Event for up to thirty more than a total of ninety (3090) consecutive calendar days or more than one hundred twenty (120) total calendar days, in any three hundred sixty-five (365)-day period; and any Piggy-Back Registration for such period as may be applicable to deferment of any Demand Registration to which such Piggy-Back Registration relates, in each case if the Company shall furnish to the holders a certificate signed by the President or Chairman of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would be materially detrimental to the Company and its shareholders for such Registration Statement to be effected at such time; provided further, however, further that the Company shall not have register any securities for its own account or that of any other stockholder during any such Suspension Event, other than pursuant to a registration relating to the right sale or grant of securities to exercise employees or directors of the right set forth Company or a subsidiary pursuant to a stock option, stock purchase, equity incentive or similar plan or a registration in which the immediately preceding proviso more than once in any 365-day period in respect only Class A Common Stock being registered is Class A Common Stock issuable upon conversion of debt securities that are also being registered. In the case of a Suspension Event, the Investors agree to suspend use of the applicable Prospectus in connection with any sale or purchase, or offer to sell or purchase, Registrable Securities, upon receipt of the notice referred to above. The Company shall immediately notify the Investors in writing upon the termination of any Suspension Event, amend or supplement the Prospectus, if necessary, so it does not contain any untrue statement of a material fact or any omission of a material fact required to be stated therein or necessary to make the statements therein not misleading and furnish to the Investors such numbers of copies of the Prospectus as so amended or supplemented as the Investors may reasonably request. The Company shall, if necessary, supplement or amend the Resale Shelf Registration Statement or Demand Registration hereunder. Notwithstanding anything to the contrary contained in this AgreementStatement, if required by the registration form used by the Company for the Resale Shelf Registration shall become effective with respect Statement or Demand Registration or by the instructions applicable to any Registrable such registration form or by the Securities held Act or the rules or regulations promulgated thereunder or as may reasonably be requested by any holder the Investors holding a majority of Registrable Securities prior to the expiration of the Founder Shares Lock-up Expiration Date, the Private Placement Warrants Lock-up Expiration Date that are included in such Resale Shelf Registration Statement or the Working Capital Warrants Lock-up Expiration Date, as the case may be, each certificate of such Registrable Security and each certificate issued in exchange for or upon the transfer of any such Registrable Securities will continue to be endorsed thereon with a legend indicating restrictions on transfer. Such legend will be removed from the certificates evidencing any such securities upon the expiration of the applicable Lock-up Expiration DateDemand Registration Statement.

Filing Registration Statement. The Company shall use its reasonable best efforts to, as expeditiously as possible after receipt of a request for a Demand Registration pursuant to Section 2.12.2, prepare and file with the Commission a Registration Statement on any form for which the Company then qualifies or which counsel for the Company shall deem appropriate and which form shall be available for the sale of all Registrable Securities to be registered thereunder in accordance with the intended method(s) of distribution thereof, and shall use its reasonable best efforts to cause such Registration Statement to become effective and use its best reasonable efforts to keep it effective for until all Registrable Securities covered by such Registration Statement are cold in accordance with the period required by Section 3.1.3intended plan of distribution set forth in such Registration Statement or supplement to the Prospectus; provided, however, that if the filing, initial effectiveness or continued use of any Registration Statement (including the Resale Shelf Registration Statement) at any time would require the Company to make an Adverse Disclosure, the Company may, upon giving prompt written notice of such action to the holders of Registrable Securities, delay the filing or initial effectiveness of, or suspend use of, such Registration Statement (a “Suspension Event”); provided, however, that the Company shall have the right not be permitted to defer exercise a Suspension Event for more than a total of ninety (90) calendar days in any Demand Registration for up to thirty three hundred sixty-five (30) days, 365)-day period; and any Piggy-Back Registration for such period as may be applicable to deferment of any Demand Registration to which such Piggy-Back Registration relates, in each case if the Company shall furnish to the holders a certificate signed by the President or Chairman of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would be materially detrimental to the Company and its shareholders for such Registration Statement to be effected at such time; provided further, however, further that the Company shall not have register any securities for its own account or that of any other stockholder during any such Suspension Event, other than pursuant to a registration relating to the right sale or grant of securities to exercise employees or directors of the right set forth Company or a subsidiary pursuant to a stock option, stock purchase, equity incentive or similar plan; or a registration in which the immediately preceding proviso more than once in any 365-day period in respect only TortoiseCorp III Common Shares being registered is TortoiseCorp III Common Shares issuable upon conversion of debt securities that are also being registered. In the case of a Demand Registration hereunder. Notwithstanding anything to Suspension Event, the contrary contained in this Agreement, if Registration shall become effective with respect to any Registrable Securities held by any holder holders of Registrable Securities prior agree to the expiration of the Founder Shares Lock-up Expiration Date, the Private Placement Warrants Lock-up Expiration Date or the Working Capital Warrants Lock-up Expiration Date, as the case may be, each certificate of such Registrable Security and each certificate issued in exchange for or upon the transfer of any such Registrable Securities will continue to be endorsed thereon with a legend indicating restrictions on transfer. Such legend will be removed from the certificates evidencing any such securities upon the expiration suspend use of the applicable Lock-up Expiration DateProspectus in connection with any sale or purchase, or offer to sell or purchase, Registrable Securities, as applicable, upon receipt of the notice referred to above. The Company shall immediately notify the holders of Registrable Securities in writing upon the termination of any Suspension Event, amend or supplement the Prospectus, if necessary, so it does not contain any untrue statement of a material fact or any omission of a material fact required to be stated therein or necessary to make the statements therein not misleading and furnish to the holders of Registrable Securities such numbers of copies of the Prospectus as so amended or supplemented as the holders of Registrable Securities may reasonably request. The Company shall, if necessary, supplement or amend the Resale Shelf Registration Statement or Demand Registration Statement, if required by the registration form used by the Company for the Resale Shelf Registration Statement or Demand Registration or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by the holders of Registrable Securities holding a majority of Registrable Securities that are included in such Resale Shelf Registration Statement or Demand Registration Statement.

Filing Registration Statement. The Company shall use its best efforts toshall, as expeditiously as possible and in any event within sixty (60) days after receipt of a request for a Demand Registration pursuant to Section 2.1, prepare and file with the Commission a Registration Statement on any form for which the Company then qualifies or which counsel for the Company shall deem appropriate and which form shall be available for the sale of all Registrable Securities to be registered thereunder in accordance with the intended method(s) of distribution thereof, and shall use its best efforts to cause such Registration Statement to become effective and use its best efforts to keep it remain effective for the period required by Section 3.1.3; provided, however, that the Company shall have the right to defer any Demand Registration for up to thirty (30) days, and any Piggy-Back Registration for such period as may be applicable to deferment of any Demand Registration demand registration to which such Piggy-Back Registration relates, in each case if the Company shall furnish to the holders a certificate signed by the President or Chairman Chief Executive Officer of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would be materially detrimental to the Company and its shareholders for such Registration Statement to be effected at such time; provided further, however, that the Company shall not have the right to exercise the right set forth in the immediately preceding proviso more than once in any 365-day period in respect of a Demand Registration hereunder. Notwithstanding anything contained herein to the contrary contained contrary, the Company shall be entitled to postpone the filing of the Registration Statement for a reasonable period of time not in this Agreementexcess of ninety (90) calendar days, if the Board of Directors of the Company determines, in good faith exercise of its reasonable business judgment, that such registration and offering would (i) materially and adversely interfere or affect the negotiation or completion of a transaction that is being contemplated by the Company or (ii) require disclosure of information, the premature disclosure of which could materially and adversely affect the Company. If the Company postpones the filing of a Registration shall become effective with respect to any Registrable Securities held by any holder Statement, it will promptly notify the holders of Registrable Securities prior to in writing when the expiration of the Founder Shares Lock-up Expiration Date, the Private Placement Warrants Lock-up Expiration Date events or the Working Capital Warrants Lock-up Expiration Date, circumstances permitting such postponements have ended and shall promptly undertake such actions as the case may be, each certificate of would have been required hereunder but for such Registrable Security and each certificate issued in exchange for or upon the transfer of any such Registrable Securities will continue to be endorsed thereon with a legend indicating restrictions on transfer. Such legend will be removed from the certificates evidencing any such securities upon the expiration of the applicable Lock-up Expiration Datepostponement.

Filing Registration Statement. The Company Acquiror shall use its best efforts to, as expeditiously as possible after receipt of a request for a Demand Registration pursuant to Section 2.1, prepare and file with the Commission SEC a Registration Statement on any form for which the Company Acquiror then qualifies or which counsel for the Company Acquiror shall deem appropriate and which form shall be available for the sale of all Registrable Securities to be registered thereunder in accordance with the intended method(s) of distribution thereof, and shall use its best reasonable efforts to cause such Registration Statement to become effective and use its best reasonable efforts to keep it effective for the period required by Section 3.1.3; provided, however, if during the period starting with the date sixty (60) days prior to Acquiror’s good faith estimate of the date of the filing of, and ending on a date one hundred and twenty (120) days after the effective date of, an Acquiror initiated Registration (and provided that Acquiror has delivered written notice to the Company shall have the right Holders prior to defer any receipt of a Demand Registration for up pursuant to thirty (30) days, subsection 2.1.1 and any Piggy-Back Registration for such period as may be applicable Acquiror continues to deferment of any Demand Registration to which such Piggy-Back Registration relatesactively employ, in each case if good faith, all reasonable efforts to cause the Company shall furnish applicable Registration Statement to become effective), (i) the holders a certificate signed by Holders have requested an underwritten Registration and (ii) (A) Acquiror and the President Holders are unable to obtain the commitment of underwriters to firmly underwrite the offer or Chairman of the Company stating that, (B) in the good faith judgment of the Board such Registration would be seriously detrimental to Acquiror and the Board concludes as a result that it is essential to defer the filing of Directors such Registration Statement at such time, then in each case Acquiror shall furnish to such Holders a certificate signed by the Chairman of the Company, Board or an executive officer of Acquiror stating that in the good faith judgment of the Board it would be materially seriously detrimental to the Company and its shareholders Acquiror for such Registration Statement to be effected at filed in the near future and that it is therefore essential to defer the filing of such timeRegistration Statement. In such event, Acquiror shall have the right to defer such filing for a period of not more than thirty (30) days; provided furtherprovided, however, that the Company Acquiror shall not have the right to exercise the right set forth defer its obligation in the immediately preceding proviso this manner more than once in any 36512-day period in respect of a Demand Registration hereunder. Notwithstanding anything to the contrary contained in this Agreement, if Registration shall become effective with respect to any Registrable Securities held by any holder of Registrable Securities prior to the expiration of the Founder Shares Lock-up Expiration Date, the Private Placement Warrants Lock-up Expiration Date or the Working Capital Warrants Lock-up Expiration Date, as the case may be, each certificate of such Registrable Security and each certificate issued in exchange for or upon the transfer of any such Registrable Securities will continue to be endorsed thereon with a legend indicating restrictions on transfer. Such legend will be removed from the certificates evidencing any such securities upon the expiration of the applicable Lock-up Expiration Datemonth period.

Filing Registration Statement. (a) The Company shall use its best efforts toshall, as expeditiously as possible practicable (and in any event within sixty (60) days after receipt of a request for a Demand Registration pursuant to Section 2.1, ) prepare and file with the Commission a Registration Statement on any form for which the Company then qualifies or which counsel for the Company shall deem appropriate and which form shall be available for the sale of all Registrable Securities to be registered thereunder in accordance with the intended method(s) of distribution thereof, and provided, that the Company agrees that, at the request of the Investor, at such time as the Company becomes a “well-known seasoned issuer,” as such term is defined in Rule 405 under the Securities Act (a “WKSI”), the Company shall register an offering pursuant to Section 2.1 on an “automatic shelf registration statement,” as such term is defined in Rule 405 under the Securities Act (an “Automatic Shelf Registration Statement”) on Form S-3; provided further, that the Company shall not be required to file an Automatic Shelf Registration Statement if a Registration Statement on Form S-3 covering the Registrable Securities is already effective. The Company shall use its best commercially reasonable efforts to cause such Registration Statement to become effective and use its best efforts to keep it remain effective for the period required by Section 3.1.3, subject to the Company’s rights under Section 3.1.3; provided, however, that the Company shall have the right to defer any Demand Registration for up to thirty sixty (3060) days, and any Piggy-Back Registration for such period as may be applicable to deferment of any Demand Registration other demand registration to which such Piggy-Back Registration relatesrelates and is effected, in each case if the Company shall furnish to the holders Investor a certificate signed by the President Chief Executive Officer or the Chairman of the Board of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would be materially detrimental to the Company and its shareholders securityholders for such Registration Statement to be effected at such timetime because the Registration would require the Company to make a public disclosure of material, non-public information, disclosure of which, in the Board’s good faith judgment, after consultation with independent outside counsel to the Company, (i) would be required to be made in any Registration Statement so that such Registration Statement would not be materially misleading and (ii) would not be required to be made at such time but for the filing of such Registration Statement, and the Company has a bona fide business purpose for not disclosing such information publicly; provided further, however, that the Company shall not have the right to exercise the right set forth in the immediately preceding proviso (x) for a total period of more than once sixty (60) days in any 365-day period in respect of a Demand Registration hereunder. Notwithstanding anything to the contrary contained in this Agreement, if Registration shall become effective with respect to hereunder or (y) more than once during any Registrable Securities held by any holder of Registrable Securities prior to the expiration of the Founder Shares Lock12-up Expiration Date, the Private Placement Warrants Lock-up Expiration Date or the Working Capital Warrants Lock-up Expiration Date, as the case may be, each certificate of such Registrable Security and each certificate issued in exchange for or upon the transfer of any such Registrable Securities will continue to be endorsed thereon with a legend indicating restrictions on transfer. Such legend will be removed from the certificates evidencing any such securities upon the expiration of the applicable Lock-up Expiration Datemonth period.

Filing Registration Statement. The Company Pubco shall use its reasonable best efforts to, as expeditiously as possible after receipt of a request for a Demand Registration pursuant to Section 2.12.2, prepare and file with the Commission a Registration Statement on any form for which the Company Pubco then qualifies or which counsel for the Company Pubco shall deem appropriate and which form shall be available for the sale of all Registrable Securities to be registered thereunder in accordance with the intended method(s) of distribution thereof, and shall use its reasonable best efforts to cause such Registration Statement to become effective and use its best reasonable efforts to keep it effective for until all Registrable Securities covered by such Registration Statement are cold in accordance with the period required by Section 3.1.3intended plan of distribution set forth in such Registration Statement or supplement to the Prospectus; provided, however, that if the Company shall have the right to defer any Demand Registration for up to thirty (30) daysfiling, and any Piggy-Back Registration for such period as may be applicable to deferment initial effectiveness or continued use of any Demand Registration Statement (including the Resale Shelf Registration Statement) at any time would require Pubco to make an Adverse Disclosure, Pubco may, upon giving prompt written notice of such action to the holders of Registrable Securities, delay the filing or initial effectiveness of, or suspend use of, such Registration Statement (a “Suspension Event”); provided, however, that Pubco shall not be permitted to exercise a Suspension Event for more than a total of ninety (90) calendar days in any three hundred sixty-five (365)-day period; and provided further that Pubco shall not register any securities for its own account or that of any other stockholder during any such Suspension Event, other than pursuant to a registration relating to the sale or grant of securities to employees or directors of Pubco or a subsidiary pursuant to a stock option, stock purchase, equity incentive or similar plan; or a registration in which such Piggy-Back Registration relatesthe only Pubco Common Shares being registered is Pubco Common Shares issuable upon conversion of debt securities that are also being registered. In the case of a Suspension Event, the holders of Registrable Securities agree to suspend use of the applicable Prospectus in each case connection with any sale or purchase, or offer to sell or purchase, Registrable Securities, as applicable, upon receipt of the notice referred to above. Pubco shall immediately notify the holders of Registrable Securities in writing upon the termination of any Suspension Event, amend or supplement the Prospectus, if necessary, so it does not contain any untrue statement of a material fact or any omission of a material fact required to be stated therein or necessary to make the Company shall statements therein not misleading and furnish to the holders a certificate signed by the President or Chairman of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would be materially detrimental to the Company and its shareholders for such Registration Statement to be effected at such time; provided further, however, that the Company shall not have the right to exercise the right set forth in the immediately preceding proviso more than once in any 365-day period in respect of a Demand Registration hereunder. Notwithstanding anything to the contrary contained in this Agreement, if Registration shall become effective with respect to any Registrable Securities held by any holder of Registrable Securities prior to the expiration such numbers of copies of the Founder Shares Lock-up Expiration DateProspectus as so amended or supplemented as the holders of Registrable Securities may reasonably request. Pubco shall, if necessary, supplement or amend the Private Placement Warrants Lock-up Expiration Date Resale Shelf Registration Statement or Demand Registration Statement, if required by the registration form used by Pubco for the Resale Shelf Registration Statement or Demand Registration or by the instructions applicable to such registration form or by the Securities Act or the Working Capital Warrants Lock-up Expiration Date, rules or regulations promulgated thereunder or as may reasonably be requested by the case may be, each certificate holders of such Registrable Security and each certificate issued in exchange for or upon the transfer of any such Registrable Securities will continue to be endorsed thereon with holding a legend indicating restrictions on transfer. Such legend will be removed from the certificates evidencing any majority of Registrable Securities that are included in such securities upon the expiration of the applicable Lock-up Expiration DateResale Shelf Registration Statement or Demand Registration Statement.

Filing Registration Statement. The Company shall use its best efforts toshall, as expeditiously as possible practicable (and in any event within ninety (90) days after receipt of a request for a Demand Registration pursuant to Section 2.1, ) prepare and file with the Commission a Registration Statement on any form for which the Company then qualifies or which counsel for the Company shall deem appropriate and which form shall be available for the sale resale of all Registrable Securities to be registered thereunder in accordance with the intended method(s) of distribution thereof; provided, and that the Company agrees that, at the request of the Holders, at such time as the Company becomes a “well-known seasoned issuer,” as such term is defined in Rule 405 under the Securities Act (a “WKSI”), the Company shall register an offering pursuant to Section 2 on an “automatic shelf registration statement,” as such term is defined in Rule 405 under the Securities Act (an “Automatic Shelf Registration Statement”) on Form S-3; provided further, that the Company shall not be required to file an Automatic Shelf Registration Statement if a Registration Statement on Form S-3 covering the Registrable Securities is already effective. The Company shall use its best commercially reasonable efforts to cause such any Registration Statement to become effective and use its best efforts to keep it remain effective for the period required by Section 3.1.3, subject to the Company’s rights under Section 3.1.3; provided, however, that the Company shall have the right to defer any Demand Registration for up to thirty forty-five (3045) days, and any Piggy-Back Registration for such period as may be applicable to deferment of any Demand Registration to which such Piggy-Back Registration relates, in each case if the Company shall furnish to the holders Holders a certificate signed by the President Chief Executive Officer or the Chairman of the Board of Directors of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would be materially detrimental to the Company and its shareholders securityholders for such Registration Statement to be effected at such timetime because the Registration would require the Company to make a public disclosure of material, non-public information, disclosure of which, in the Board of Director’s good faith judgment, after consultation with independent outside counsel to the Company, (i) would be required to be made in any Registration Statement so that such Registration Statement would not be materially misleading and (ii) would not be required to be made at such time but for the filing of such Registration Statement, and the Company has a bona fide business purpose for not disclosing such information publicly; and provided further, however, that the Company shall not have the right to exercise the right set forth in the immediately preceding proviso (x) for a total period of more than once forty-five (45) days in any 365-day period in respect of a Demand Registration hereunder. Notwithstanding anything to the contrary contained in this Agreement, if Registration shall become effective with respect to hereunder or (y) more than once during any Registrable Securities held by any holder of Registrable Securities prior to the expiration of the Founder Shares Lock12-up Expiration Date, the Private Placement Warrants Lock-up Expiration Date or the Working Capital Warrants Lock-up Expiration Date, as the case may be, each certificate of such Registrable Security and each certificate issued in exchange for or upon the transfer of any such Registrable Securities will continue to be endorsed thereon with a legend indicating restrictions on transfer. Such legend will be removed from the certificates evidencing any such securities upon the expiration of the applicable Lock-up Expiration Datemonth period.

Filing Registration Statement. The Company shall use its reasonable best efforts to, as expeditiously as possible after receipt of a request for a Demand Registration pursuant to Section 2.1, prepare and file with the Commission a Registration Statement on any form for which the Company then qualifies or which counsel for the Company shall deem appropriate and which form shall be available for the sale of all Registrable Securities to be registered thereunder in accordance with the intended method(s) of distribution thereof, and shall use its reasonable best efforts to cause such Registration Statement to become effective and use its reasonable best efforts to keep it effective for the period required by Section 3.1.3Effectiveness Period; provided, however, that if the filing, initial effectiveness or continued use of any Registration Statement (including the Resale Shelf Registration Statement) at any time would require the Company to make an Adverse Disclosure, the Company may, upon giving prompt written notice of such action to the Investors, delay the filing or initial effectiveness of, or suspend use of, such Registration Statement (a “Suspension Event”); provided, however, that the Company shall have the right not be permitted to defer any Demand Registration exercise a Suspension Event for up to thirty more than a total of ninety (3090) consecutive calendar days or more than one hundred twenty (120) total calendar days, in any three hundred sixty-five (365)-day period; and any Piggy-Back Registration for such period as may be applicable to deferment of any Demand Registration to which such Piggy-Back Registration relates, in each case if the Company shall furnish to the holders a certificate signed by the President or Chairman of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would be materially detrimental to the Company and its shareholders for such Registration Statement to be effected at such time; provided further, however, further that the Company shall not have register any securities for its own account or that of any other stockholder during any such Suspension Event, other than pursuant to a registration relating to the right sale or grant of securities to exercise employees or directors of the right set forth Company or a subsidiary pursuant to a stock option, stock purchase, equity incentive or similar plan; or a registration in which the immediately preceding proviso more than once in any 365-day period in respect only Class A Common Stock being registered is Class A Common Stock issuable upon conversion of debt securities that are also being registered. In the case of a Suspension Event, the Investors and the Jaws Directors agree to suspend use of the applicable Prospectus in connection with any sale or purchase, or offer to sell or purchase, Registrable Securities or Jaws Directors Shares, as applicable, upon receipt of the notice referred to above. The Company shall immediately notify the Investors in writing upon the termination of any Suspension Event, amend or supplement the Prospectus, if necessary, so it does not contain any untrue statement of a material fact or any omission of a material fact required to be stated therein or necessary to make the statements therein not misleading and furnish to the Investors such numbers of copies of the Prospectus as so amended or supplemented as the Investors may reasonably request. The Company shall, if necessary, supplement or amend the Resale Shelf Registration Statement or Demand Registration hereunder. Notwithstanding anything to the contrary contained in this AgreementStatement, if required by the registration form used by the Company for the Resale Shelf Registration shall become effective with respect Statement or Demand Registration or by the instructions applicable to any Registrable such registration form or by the Securities held Act or the rules or regulations promulgated thereunder or as may reasonably be requested by any holder the Investors holding a majority of Registrable Securities prior to the expiration of the Founder Shares Lock-up Expiration Date, the Private Placement Warrants Lock-up Expiration Date that are included in such Resale Shelf Registration Statement or the Working Capital Warrants Lock-up Expiration Date, as the case may be, each certificate of such Registrable Security and each certificate issued in exchange for or upon the transfer of any such Registrable Securities will continue to be endorsed thereon with a legend indicating restrictions on transfer. Such legend will be removed from the certificates evidencing any such securities upon the expiration of the applicable Lock-up Expiration DateDemand Registration Statement.

Filing Registration Statement. The Company Acquiror shall use its reasonable best efforts to, as expeditiously as possible after receipt of a request for a Demand Registration pursuant to Section 2.1, prepare and file with the Commission SEC a Registration Statement on any form for which the Company then qualifies Form S-1, or which counsel for the Company shall deem appropriate pursuant to Section 2.3 prepare and which form shall be available for the sale of all Registrable Securities to be registered thereunder in accordance file with the intended method(s) of distribution thereofSEC a Registration Statement on Form S-3, and shall use its best reasonable efforts to cause such Registration Statement to become effective and use its best reasonable efforts to keep it effective for the period required by Section 3.1.3; provided, however, if during the period starting with the date sixty (60) days prior to Acquiror’s good faith estimate of the date of the filing of, and ending on a date one hundred and twenty (120) days after the effective date of, an Acquiror initiated Registration (and provided that Acquiror has delivered written notice to the Company shall have the right Holders prior to defer any receipt of a Demand Registration for up pursuant to thirty (30) days, subsection 2.1.1 and any Piggy-Back Registration for such period as may be applicable Acquiror continues to deferment of any Demand Registration to which such Piggy-Back Registration relatesactively employ, in each case if good faith, all reasonable efforts to cause the Company shall furnish applicable Registration Statement to become effective), (i) the holders a certificate signed by Holders have requested an underwritten Registration and (ii) (A) Acquiror and the President Holders are unable to obtain the commitment of underwriters to firmly underwrite the offer or Chairman of the Company stating that, (B) in the good faith judgment of the Board such Registration would be seriously detrimental to Acquiror and the Board concludes as a result that it is essential to defer the filing of Directors such Registration Statement at such time, then in each case Acquiror shall furnish to such Holders a certificate signed by the Chairman of the Company, Board or an executive officer of Acquiror stating that in the good faith judgment of the Board it would be materially seriously detrimental to the Company and its shareholders Acquiror for such Registration Statement to be effected at filed in the near future and that it is therefore essential to defer the filing of such timeRegistration Statement. In such event, Acquiror shall have the right to defer such filing for a period of not more than thirty (30) days; provided furtherprovided, however, that the Company Acquiror shall not have the right to exercise the right set forth defer its obligation in the immediately preceding proviso this manner more than once in any 36512-day period in respect of a Demand Registration hereunder. Notwithstanding anything to the contrary contained in this Agreement, if Registration shall become effective with respect to any Registrable Securities held by any holder of Registrable Securities prior to the expiration of the Founder Shares Lock-up Expiration Date, the Private Placement Warrants Lock-up Expiration Date or the Working Capital Warrants Lock-up Expiration Date, as the case may be, each certificate of such Registrable Security and each certificate issued in exchange for or upon the transfer of any such Registrable Securities will continue to be endorsed thereon with a legend indicating restrictions on transfer. Such legend will be removed from the certificates evidencing any such securities upon the expiration of the applicable Lock-up Expiration Datemonth period.

Filing Registration Statement. The Company shall use its best efforts toRegistration Statement, as expeditiously as possible after receipt amended: (i) has and will be prepared by the Company in conformity with the requirements of a request for a Demand Registration pursuant to Section 2.1the Securities Act in all material respects, prepare and file (ii) be filed with the Commission a under the Securities Act; and (iii) become effective under the Securities Act. Copies of such Registration Statement on any form for Statements as amended to date have been delivered or made available by the Company to Ancora. For purposes of this Agreement, “Effective Time” means the date and the time as of which the Company then qualifies Registration Statements, or which counsel for the most recent post-effective amendment thereto, if any, was declared effective by the Commission; “Effective Date” means the date of the Effective Time; “Preliminary Prospectus” means each prospectus included in such Registration Statement, or amendments thereof, before it becomes effective under the Securities Act and any prospectus filed with the Commission by the Company shall deem appropriate with the consent of Ancora pursuant to Rule 424(a) of the Securities Act; “Registration Statement” means the Registration Statement, as amended at the Effective Time, including any documents which are exhibits thereto or incorporated by reference; and which form “Prospectus” means such final prospectus, as first filed with the Commission pursuant to paragraph (1) or (4) of Rule 424(b) of the Securities Act. The Commission has not issued any order preventing or suspending the use of any Preliminary Prospectus or the Prospectus. All references in this Agreement to the Registration Statement, the Preliminary Prospectus, and the Prospectus, or any amendments or supplements to any of the foregoing shall be available for the sale of all Registrable Securities deemed to be registered thereunder in accordance include any copy thereof filed with the intended method(sCommission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“XXXXX”). The Prospectus delivered to Ancora, as Placement Agent and Dealer-Manager for use in connection with the Offering (the “Offering Prospectus”) of distribution thereof, and shall use its best efforts to cause such Registration Statement to become effective and use its best efforts to keep it effective for the period required by Section 3.1.3; provided, however, that the Company shall have the right to defer any Demand Registration for up to thirty (30) days, and any Piggy-Back Registration for such period as may will be applicable to deferment of any Demand Registration to which such Piggy-Back Registration relates, in each case if the Company shall furnish identical to the holders a certificate signed electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T promulgated by the President or Chairman of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would be materially detrimental to the Company and its shareholders for such Registration Statement to be effected at such time; provided further, however, that the Company shall not have the right to exercise the right set forth in the immediately preceding proviso more than once in any 365-day period in respect of a Demand Registration hereunderCommission. Notwithstanding anything to the contrary contained As used in this Agreement, if Registration shall become effective with respect to any Registrable Securities held by any holder of Registrable Securities prior to the expiration of term “Prospectuses” means the Founder Shares LockOffering Prospectus used in the Rights Offer on the Follow-up Expiration Date, the Private Placement Warrants Lock-up Expiration Date or the Working Capital Warrants Lock-up Expiration Date, as the case may be, each certificate of such Registrable Security and each certificate issued in exchange for or upon the transfer of any such Registrable Securities will continue to be endorsed thereon with a legend indicating restrictions on transfer. Such legend will be removed from the certificates evidencing any such securities upon the expiration of the applicable Lock-up Expiration DateOn Offering.

Filing Registration Statement. The Company Purchaser shall use its best efforts to, as expeditiously as possible after receipt of a request for a Demand Registration pursuant to Section 2.1, prepare and file with the Commission SEC a Registration Statement on any form for which the Company Purchaser then qualifies or which counsel for the Company Purchaser shall deem appropriate and which form shall be available for the sale of all Registrable Securities to be registered thereunder in accordance with the intended method(s) of distribution thereof, and shall use its best reasonable efforts to cause such Registration Statement to become effective and use its best reasonable efforts to keep it effective for the period required by Section 3.1.3; provided, however, if during the period starting with the date sixty (60) days prior to Purchaser’s good faith estimate of the date of the filing of, and ending on a date one hundred and twenty (120) days after the effective date of, a Purchaser initiated Registration (and provided that Purchaser has delivered written notice to the Company shall have the right Investors prior to defer any receipt of a Demand Registration for up pursuant to thirty (30) days, subsection 2.1.1 and any Piggy-Back Registration for such period as may be applicable Purchaser continues to deferment of any Demand Registration to which such Piggy-Back Registration relatesactively employ, in each case if good faith, all reasonable efforts to cause the Company shall furnish applicable Registration Statement to become effective), (i) the holders a certificate signed by Investors have requested an underwritten Registration and (ii) (A) Purchaser and the President Investors are unable to obtain the commitment of underwriters to firmly underwrite the offer or Chairman of the Company stating that, (B) in the good faith judgment of the Board such Registration would be seriously detrimental to Purchaser and the Board concludes as a result that it is essential to defer the filing of Directors such Registration Statement at such time, then in each case Purchaser shall furnish to such Investors a certificate signed by the Chairman of the Company, Board or an executive officer of Purchaser stating that in the good faith judgment of the Board it would be materially seriously detrimental to the Company and its shareholders Purchaser for such Registration Statement to be effected at filed in the near future and that it is therefore essential to defer the filing of such timeRegistration Statement. In such event, Purchaser shall have the right to defer such filing for a period of not more than thirty (30) days; provided furtherprovided, however, that the Company Purchaser shall not have the right to exercise the right set forth defer its obligation in the immediately preceding proviso this manner more than once in any 36512-day period in respect of a Demand Registration hereunder. Notwithstanding anything to the contrary contained in this Agreement, if Registration shall become effective with respect to any Registrable Securities held by any holder of Registrable Securities prior to the expiration of the Founder Shares Lock-up Expiration Date, the Private Placement Warrants Lock-up Expiration Date or the Working Capital Warrants Lock-up Expiration Date, as the case may be, each certificate of such Registrable Security and each certificate issued in exchange for or upon the transfer of any such Registrable Securities will continue to be endorsed thereon with a legend indicating restrictions on transfer. Such legend will be removed from the certificates evidencing any such securities upon the expiration of the applicable Lock-up Expiration Datemonth period.