Common use of Holder Obligations Clause in Contracts

Holder Obligations. Notwithstanding anything in this Agreement to the contrary, if any Holder does not provide the Company with information requested pursuant to Section 3.3, Domesticated SPAC may exclude such Holder’s Registrable Securities from the applicable Registration Statement or prospectus if it determines in good faith, based on the advice of counsel, that it is necessary to include such information in the applicable Registration Statement or prospectus and such Holder continues thereafter to withhold such information. In addition, no Person or entity may participate in any underwritten offering or Block Trade, or other offering for equity securities of Domesticated SPAC pursuant to a Registration initiated by Domesticated SPAC hereunder unless such Person or entity (i) agrees to sell such Person’s or entity’s securities on the basis provided in any underwriting arrangements approved by Domesticated SPAC; and (ii) completes and executes all customary questionnaires and other customary documents as may be reasonably required under the terms of such underwriting arrangements. For the avoidance of doubt, the exclusion of a Holder’s Registrable Securities as a result of this Section 3.1.14 shall not affect the registration of the other Registrable Securities to be included in such Registration. In connection with any underwritten offering of equity of Domesticated SPAC (other than a Block Trade) in which a Holder participates, such Holder agrees that it shall not Transfer any shares of Domesticated SPAC Common Stock or other equity securities of Domesticated SPAC (other than those included in such offering pursuant to this Agreement), without the prior written consent of Domesticated SPAC, during the ninety (90)-day period (or such shorter time agreed to by the managing Underwriters) beginning on the date of pricing of such offering, except as expressly permitted by such lock-up agreement or by written consent of the managing Underwriters. Each Holder agrees to execute a customary lock-up agreement in favor of the Underwriters to such effect (in each case on substantially the same terms and conditions as all such Holders); provided that, such agreement shall not be materially more restrictive than any similar agreement entered into by the directors and executive officers of Domesticated SPAC participating in such underwritten offering; provided, further, that such agreement shall provide that any early release of any Holder from the provisions of the terms of such agreement shall be on a pro rata basis among all Holders.

Holder Obligations. Notwithstanding anything in this Agreement (a) The Holders shall furnish to the contraryBuyer such information regarding themselves, their relationship with the Buyer and its Affiliates, their beneficial ownership of common stock of the Buyer, the Registrable Stock held by them, and the intended method of disposition, if any Holder does not provide the Company with information requested pursuant to Section 3.3any, Domesticated SPAC may exclude such Holder’s Registrable Securities from the applicable Registration Statement or prospectus if it determines in good faith, based on the advice of counsel, that it is necessary to include such information in the applicable Registration Statement or prospectus and such Holder continues thereafter to withhold such information. In addition, no Person or entity may participate in any underwritten offering or Block Trade, or other offering for equity securities of Domesticated SPAC pursuant to a Registration initiated by Domesticated SPAC hereunder unless such Person or entity (i) agrees to sell such Person’s or entity’s securities on the basis provided in any underwriting arrangements approved by Domesticated SPAC; and (ii) completes and executes all customary questionnaires and other customary documents as may be reasonably required under the terms of such underwriting arrangements. For the avoidance of doubt, the exclusion of a Holder’s Registrable Securities securities as a result of this Section 3.1.14 shall not affect the registration of the other Registrable Securities is required to be included in the Registration Statement under the Securities Act. (b) The Buyer may, after twenty (20) business days after the Effective Date (provided that as of the Effective Date, the Registration Statement contained all information necessary to permit the sale of all Registrable Securities under the Registration Statement), upon written notice to the Holders, suspend such RegistrationHolder’s use of the Prospectus for a reasonable period of time not to exceed 30 days and not more than twice in any twelve-month period (a “Suspension Period”) if the board of directors of the Buyer determines in good faith that sales under the Registration Statement or Prospectus would require the disclosure of non-public information material to the Buyer at a time when such disclosure would have a material adverse effect on the Buyer. In connection Immediately upon receipt of such notice, the Holders shall suspend the use of the Prospectus until requisite changes to the Prospectus have been made as required below. Any Suspension Period shall terminate at such time as the public disclosure of such information. After the expiration of any Suspension Period and without any further request from the Holders, the Buyer shall as promptly as reasonably practicable prepare a post-effective amendment or supplement to the Registration Statement or the Prospectus, or any document incorporated therein by reference, or file any other required document so that, as filed with the Commission and thereafter delivered (or constructively delivered) to purchasers of the Registrable Stock included therein, the Prospectus will include all required information. (c) Each Holder understands that information provided to it pursuant to any underwritten offering of equity of Domesticated SPAC (other than a Block Tradenotice under Section 2.04(b) in which a Holder participates, such Holder agrees that it shall not Transfer any shares of Domesticated SPAC Common Stock or other equity securities of Domesticated SPAC (other than those included in such offering otherwise pursuant to this Agreement)Agreement or any of the registrations to be effected hereby may contain confidential information, without the prior written consent of Domesticated SPAC, during the ninety (90)-day period (or such shorter time agreed to as designated in writing by the managing Underwriters) beginning on Buyer, and agrees that unless such information otherwise becomes generally known to the date of pricing of public to maintain such offering, except information in confidence and not use such information for its own benefit other than as expressly permitted contemplated by such lock-up agreement or by written consent of the managing Underwriters. this Agreement. (d) Each Holder agrees to execute a customary lock-up agreement comply with the prospectus delivery requirements under the Securities Act in favor of connection with the Underwriters to such effect (in each case on substantially the same terms and conditions as all such Holders); provided that, such agreement shall not be materially more restrictive than any similar agreement entered into by the directors and executive officers of Domesticated SPAC participating in such underwritten offering; provided, further, that such agreement shall provide that any early release sale of any Holder from Registrable Stock pursuant to the provisions of the terms of such agreement shall be on a pro rata basis among all HoldersRegistration Statement.

Holder Obligations. The holders of Registrable Securities shall provide such information as may reasonably be requested by the Company, or any managing Underwriter(s), in connection with the preparation of any Registration Statement, including amendments and supplements thereto, in order to effect the registration of any Registrable Securities under the Securities Act pursuant to Section 3 and in connection with the Company’s obligation to comply with federal and applicable state securities laws. Further, such holders shall cooperate fully in the preparation of the registration statement and other documents relating to any offering in which they include securities pursuant to this Agreement. Each holder shall also furnish to the Company such information regarding itself, the Registrable Securities held by such holder, and the intended method of disposition of such securities as shall be reasonably required to effect the registration of the Registrable Securities. 4.4.1 Notwithstanding anything in this Agreement herein to the contrary, if any Holder does not provide the Company with information requested pursuant to Section 3.3, Domesticated SPAC may exclude such Holder’s no holder of Registrable Securities from the applicable Registration Statement or prospectus if it determines in good faith, based on the advice of counsel, that it is necessary to include such information in the applicable Registration Statement or prospectus and such Holder continues thereafter to withhold such information. In addition, no Person or entity may participate in any underwritten offering or Block Trade, or other offering for equity securities of Domesticated SPAC pursuant to a Registration initiated by Domesticated SPAC hereunder this Agreement unless such Person or entity holder (i) agrees to sell such Personholder’s or entity’s securities Registrable Securities on the basis reasonably provided in any underwriting arrangements approved by Domesticated SPAC; agreement pertaining to such registration or offering and (ii) completes completes, executes and executes delivers any and all customary questionnaires questionnaires, powers of attorney, custody agreements, indemnities, underwriting agreements, lock-up agreements and other customary documents as may be reasonably required by or under the terms of such any underwriting arrangements. For agreement or as reasonably requested by the avoidance Company; provided that the indemnity obligations of doubt, the exclusion any holder of a Holder’s Registrable Securities shall be limited as a result of this set forth in Section 3.1.14 shall not affect the registration of the other Registrable Securities to be included 5. 4.4.2 In addition, in such Registration. In connection with any underwritten offering Piggy-Back Registration hereunder, each Shareholder agrees not to directly or indirectly, offer, sell, contract to sell, transfer, pledge, grant any option to purchase, make any short sale or otherwise dispose of equity any shares of Domesticated SPAC capital stock of the Company (other than a Block Trade) in which a Holder participates, to Affiliates of such Holder agrees that it shall not Transfer any shares of Domesticated SPAC Common Stock or other equity securities of Domesticated SPAC (other than those included in such offering pursuant Shareholder who agree to this Agreementbe similarly bound), without the prior written consent of Domesticated SPAC, during the ninety (90)-day for a period (or such shorter time agreed to by the managing Underwriters) beginning on the tenth Business Day following the date of pricing written notice of a Piggy-Back Registration pursuant to Section 3.3.1 and ending on the date that is 90 days after the effective date of such offering, except as expressly permitted by Piggy-Back Registration; provided that such Shareholder shall only be subject to the restriction set forth in this Section 4.4.2 if the directors and officers of the Company are subject to a lock-up obligation to the underwriters of the offering and the length of such lock-up agreement or by written consent of for such Shareholder shall be no longer than the managing Underwriters. Each Holder agrees to execute a customary shortest lock-up agreement in favor of the Underwriters to any such effect (in each case on substantially the same terms and conditions as all such Holders); provided that, such agreement shall not be materially more restrictive than any similar agreement entered into by the directors and executive officers of Domesticated SPAC participating in such underwritten offeringofficers; provided, further, that if the Company or the underwriters of such agreement shall provide that Piggy-Back Registration waive or shorten the lock-up period for any early release of any Holder from the provisions of the terms Company’s officers, directors or stockholders, then (i) all Shareholders subject to such lock-up shall receive notice of such agreement waiver or modification no later than two (2) Business Days following such waiver or modification, and (ii) such lock-up will be similarly waived or shortened for each such Shareholder. Notwithstanding anything to the contrary set forth above, in connection with a Block Sale, no holder of Registrable Securities shall be on subject to a pro rata basis among all Holderslock-up agreement, other than, if requested by the managing Underwriter(s) for such offering, a holder of Registrable Securities that is participating in such Block Sale. 4.4.3 No holder of Registrable Securities included in such registration statement shall be required to make any representations or warranties or covenants in the underwriting agreement except as reasonably requested by the Company; provided that no holder of Registrable Securities shall be required by any underwriting agreement to make any representations or warranties to or covenants with the Company or the underwriters other than customary representations, warranties or covenants regarding such holder, the ownership of such holder’s Registrable Securities and such holder’s intended method or methods of disposition and any other representation required by law. 4.4.4 Holders of Registrable Securities shall agree to such indemnification and contribution obligations for selling shareholders as are customarily contained in underwriting agreements of that type; provided that no holder of Registrable Securities shall be required to agree to or furnish any indemnity to any Person that is broader than the indemnity agreed to and furnished by such holder pursuant to Section 5.2.