Common use of Filing Registration Statement Clause in Contracts

Filing Registration Statement. The Parent shall use commercially reasonable efforts to, within forty-five (45) days after receipt of a request for a Demand Registration or the Sponsor Demand Registration or pursuant to Section 2, prepare and file with the Commission a Registration Statement on any form, for which the Parent then qualifies and which counsel for the 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 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 commercially reasonable efforts to keep it effective 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 Commission or any other governmental agency or court is in effect); provided, however, that, except with respect to the 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 sixty (60) 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 Parent shall furnish to the holders a certificate signed by the Chief Executive Officer or Chairman of the Board of Parent stating that, in the good faith judgment of the Board of Directors of the Parent, it would be materially detrimental to the Parent and its stockholders for such Registration Statement to be effected prior to the expiration of such period. The combined postponement periods relating to all Demand Registrations and the Sponsor Demand Registration in any 12-month 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 postponement periods of all Demand Registrations and the Sponsor Demand Registration shall be counted separately, even if they overlap.

Filing Registration Statement. The Parent Company shall use commercially reasonable its best efforts to, within forty-five (45) days as expeditiously as possible after receipt of a request for a Demand Registration or the Sponsor Demand Registration or pursuant to Section 22.1, prepare and file with the Commission a Registration Statement on any form, form for which the Parent Company then qualifies and or which counsel for the Parent Company 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 commercially reasonable best 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 commercially reasonable best efforts to keep it effective 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 for the period required by any period during which a stop order or injunction of the Commission or any other governmental agency or court is in effect)Section 3.1.3; provided, however, that, except with respect to that the First Registration, the Parent Company 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 sixty thirty (6030) 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 Parent Company shall furnish to the holders a certificate signed by the Chief Executive Officer President or Chairman of the Board of Parent Company stating that, in the good faith judgment of the Board of Directors of the ParentCompany, it would be materially detrimental to the Parent Company and its stockholders 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 such period. The combined postponement periods relating to all Demand Registrations and the Sponsor Demand Registration in any 12Founder Shares Lock-month period shall not exceed ninety (90) days. In determining whether the combined postponement periods have exceeded ninety (90) days pursuant to the preceding sentenceup Expiration Date, the postponement periods Private Placement Warrants Lock-up Expiration Date or the Working Capital Warrants Lock-up Expiration Date, as the case may be, each certificate of all Demand Registrations such Registrable Security and each certificate issued in exchange for or upon the Sponsor Demand Registration shall transfer of any such Registrable Securities will continue to be counted separately, even if they overlapendorsed 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 Parent Buyer shall use commercially reasonable its best efforts to, within forty-five (45) days as expeditiously as possible after receipt of a request for a Demand Registration or the Sponsor Demand Registration or pursuant to Section 22.1, prepare and file with the Commission SEC a Registration Statement on any form, form for which the Parent Buyer then qualifies and or which counsel for the Parent Buyer 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 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 commercially reasonable efforts to keep it effective 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 for the period required by any period during which a stop order or injunction of the Commission or any other governmental agency or court is in effect)Section 3.1.3; provided, however, that, except if during the period starting with respect to the 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 date sixty (60) days prior to Xxxxx’s good faith estimate of the date of the filing of, and any Piggy-Back ending on a date one hundred and twenty (120) days after the effective date of, a Buyer initiated Registration for such period as may be applicable (and provided that Xxxxx has delivered written notice to deferment the Investors prior to receipt of any demand registration a Demand Registration pursuant to which such Piggy-Back Registration relatessubsection 2.1.1 and Buyer continues to actively employ, in each case if good faith, all reasonable efforts to cause the Parent shall furnish applicable Registration Statement to become effective), (i) the holders a certificate signed by Investors pursuant to this Agreement have requested an Underwritten Registration and (ii) (A) Buyer and the Chief Executive Officer Investors are unable to obtain the commitment of underwriters to firmly underwrite the offer or Chairman of the Board of Parent stating that, (B) in the good faith judgment of the Board such Registration would be seriously detrimental to Buyer 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 Buyer shall furnish to such Investors a certificate signed by the Chairman of the Parent, Board or an executive officer of Buyer stating that in the good faith judgment of the Board it would be materially seriously detrimental to the Parent and its stockholders Buyer for such Registration Statement to be effected prior filed in the near future and that it is therefore essential to defer the expiration filing of such periodRegistration Statement. The combined postponement periods relating In such event, Buyer shall have the right to all Demand Registrations and the Sponsor Demand Registration defer such filing for a period of not more than sixty (60) days; provided, however, that Buyer shall not defer its obligation in this manner more than twice in any 12-month 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 postponement periods of all Demand Registrations and the Sponsor Demand Registration shall be counted separately, even if they overlapperiod.

Filing Registration Statement. The Parent Pubco shall use commercially its reasonable best efforts to, within forty-five (45) days as expeditiously as possible after receipt of a request for a Demand Registration or the Sponsor Demand Registration or pursuant to Section 22.2, prepare and file with the Commission a Registration Statement on any form, form for which the Parent Pubco then qualifies and or which counsel for the Parent Pubco 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 commercially reasonable best 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 commercially reasonable efforts to keep it effective until all Registrable Securities covered by such Registration Statement are cold in accordance with the intended plan of distribution set forth in such Registration Statement or supplement to which 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 Pubco to make an Adverse Disclosure, Pubco may, upon giving prompt written notice of such Demand action to the holders of Registrable Securities, delay the filing or initial effectiveness of, or suspend use of, such Registration or Sponsor Demand Registration relates have been disposed, up to Statement (a maximum of 180 days (extended by any period during which a stop order or injunction of the Commission or any other governmental agency or court is in effect“Suspension Event”); provided, however, thatthat 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, except with respect other than pursuant to a registration relating to the First Registrationsale 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 the 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 Parent holders of Registrable Securities agree to suspend use of the applicable Prospectus 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. Pubco shall have immediately notify the right to defer any Demand Registration or Sponsor Demand Registration for holders of Registrable Securities in writing upon the shortest possible period of time (which such period may not be extended or renewed), up to sixty (60) days and any Piggy-Back Registration for such period as may be applicable to deferment termination of any demand registration 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 which such Piggy-Back Registration relates, in each case if be stated therein or necessary to make the Parent shall statements therein not misleading and furnish to the holders a certificate signed of Registrable Securities such numbers of copies of the Prospectus as so amended or supplemented as the holders of Registrable Securities may reasonably request. Pubco shall, if necessary, supplement or amend the Resale Shelf Registration Statement or Demand Registration Statement, if required by the Chief Executive Officer or Chairman of registration form used by Pubco for the Board of Parent stating that, in the good faith judgment of the Board of Directors of the Parent, it would be materially detrimental to the Parent and its stockholders for such Resale Shelf Registration Statement to be effected prior to the expiration of such period. The combined postponement periods relating to all Demand Registrations and the Sponsor 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 any 12-month 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 postponement periods of all Demand Registrations and the Sponsor such Resale Shelf Registration Statement or Demand Registration shall be counted separately, even if they overlapStatement.

Filing Registration Statement. The Parent Acquiror shall use commercially reasonable its best efforts to, within forty-five (45) days as expeditiously as possible after receipt of a request for a Demand Registration or the Sponsor Demand Registration or pursuant to Section 22.1, prepare and file with the Commission SEC a Registration Statement on any form, form for which the Parent Acquiror then qualifies and or which counsel for the Parent Acquiror 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 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 commercially reasonable efforts to keep it effective 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 for the period required by any period during which a stop order or injunction of the Commission or any other governmental agency or court is in effect)Section 3.1.3; provided, however, that, except if during the period starting with respect to the 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 date sixty (60) days prior to Acquiror’s good faith estimate of the date of the filing of, and any Piggy-Back ending on a date one hundred and twenty (120) days after the effective date of, an Acquiror initiated Registration for such period as may be applicable (and provided that Acquiror has delivered written notice to deferment the Holders prior to receipt of any demand registration a Demand Registration pursuant to which such Piggy-Back Registration relatessubsection 2.1.1 and Acquiror continues to actively employ, in each case if good faith, all reasonable efforts to cause the Parent 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 Chief Executive Officer Holders are unable to obtain the commitment of underwriters to firmly underwrite the offer or Chairman of the Board of Parent 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 Parent, 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 Parent and its stockholders Acquiror for such Registration Statement to be effected prior filed in the near future and that it is therefore essential to defer the expiration filing of such periodRegistration Statement. The combined postponement periods relating In such event, Acquiror shall have the right to all Demand Registrations and the Sponsor Demand Registration defer such filing for a period of not more than thirty (30) days; provided, however, that Acquiror shall not defer its obligation in this manner more than once in any 12-month 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 postponement periods of all Demand Registrations and the Sponsor Demand Registration shall be counted separately, even if they overlapperiod.

Filing Registration Statement. The Parent Company shall use its commercially reasonable efforts to, within forty-five (45) days as expeditiously as possible after receipt of a request for a Demand Registration or the Sponsor Demand Registration or pursuant to Section 22.2, prepare and file with the Commission a Registration Statement on any form, form for which the Parent Company then qualifies and or which counsel for the Parent Company 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 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 commercially reasonable efforts to keep it effective until all Registrable Securities covered by such Registration Statement are cold in accordance with the intended plan of distribution set forth in such Registration Statement or supplement to which 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 Demand action to the holders of Registrable Securities, delay the filing or initial effectiveness of, or suspend use of, such Registration or Sponsor Demand Registration relates have been disposed, up to Statement (a maximum of 180 days (extended by any period during which a stop order or injunction of the Commission or any other governmental agency or court is in effect“Suspension Event”); provided, however, thatthat the Company 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 the Company shall not register any securities for its own account or that of any other stockholder during any such Suspension Event, except with respect other than pursuant to a registration relating to the First Registrationsale or grant of securities to employees or directors of the Company or a subsidiary pursuant to a stock option, stock purchase, equity incentive or similar plan; or a registration in which the 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 Parent holders of Registrable Securities agree to suspend use of the applicable Prospectus 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 have immediately notify the right to defer any Demand Registration or Sponsor Demand Registration for holders of Registrable Securities in writing upon the shortest possible period of time (which such period may not be extended or renewed), up to sixty (60) days and any Piggy-Back Registration for such period as may be applicable to deferment termination of any demand registration 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 which such Piggy-Back Registration relates, in each case if be stated therein or necessary to make the Parent shall statements therein not misleading and furnish to the holders a certificate signed 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 Chief Executive Officer or Chairman of registration form used by the Board of Parent stating that, in Company for the good faith judgment of the Board of Directors of the Parent, it would be materially detrimental to the Parent and its stockholders for such Resale Shelf Registration Statement to be effected prior to the expiration of such period. The combined postponement periods relating to all Demand Registrations and the Sponsor 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 any 12-month 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 postponement periods of all Demand Registrations and the Sponsor such Resale Shelf Registration Statement or Demand Registration shall be counted separately, even if they overlapStatement.

Filing Registration Statement. The Parent Company shall use commercially its reasonable best efforts to, within forty-five (45) days as expeditiously as possible after receipt of a request for a Demand Registration or the Sponsor Demand Registration or pursuant to Section 22.2, prepare and file with the Commission a Registration Statement with respect to such Registrable Securities on any form, form for which the Parent Company then qualifies and or which counsel for the Parent Company 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 commercially reasonable best 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 commercially reasonable best efforts to keep it effective until all Registrable Securities to which such for the Effectiveness 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 Sponsor Demand initial effectiveness of, or suspend use of, such Registration relates have been disposed, up to Statement (a maximum of 180 days (extended by any period during which a stop order or injunction of the Commission or any other governmental agency or court is in effect“Suspension Event”); provided, however, that, except with respect to that the First Registration, the Parent Company 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 permitted to sixty (60) days and any Piggy-Back Registration exercise a Suspension Event for such period as may be applicable to deferment more than a total of any demand registration to which such Piggy-Back Registration relates, in each case if the Parent shall furnish to the holders a certificate signed by the Chief Executive Officer or Chairman of the Board of Parent stating that, in the good faith judgment of the Board of Directors of the Parent, it would be materially detrimental to the Parent and its stockholders for such Registration Statement to be effected prior to the expiration of such period. The combined postponement periods relating to all Demand Registrations and the Sponsor Demand Registration in any 12-month period shall not exceed ninety (90) consecutive calendar days or more than one hundred twenty (120) total calendar days, in any three hundred sixty-five (365)-day period; and provided further that the Company 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 the Company or a subsidiary pursuant to a stock option, stock purchase, equity incentive or similar plan or a registration in which the only Class A Common Stock being registered is Class A Common Stock issuable upon conversion of debt securities that are also being registered. In determining whether the combined postponement periods have exceeded ninety (90) days pursuant 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 preceding sentenceInvestors 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 postponement periods of all Demand Registrations and the Sponsor Resale Shelf Registration Statement or Demand Registration shall 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 counted separately, even if they overlaprequested by the Investors holding a majority of Registrable Securities that are included in such Resale Shelf Registration Statement or Demand Registration Statement.

Filing Registration Statement. The Parent shall use commercially reasonable efforts toshall, as expeditiously as possible and in any event within forty-five sixty (4560) days after receipt of a request for a Demand Registration or the Sponsor Demand Registration or pursuant to Section 24.1, prepare and file with the Commission a Registration Statement on any form, form for which the Parent then qualifies and which or that counsel for the 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 resale of all Registrable Securities to be registered thereunder in accordance with the intended method(s) of distribution thereof, and shall use its commercially reasonable best efforts to cause such Registration Statement to become and remain effective as of for the proposed date of effectiveness or as soon as practical thereafter and use its commercially reasonable efforts to keep it effective 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 period required by any period during which a stop order or injunction of the Commission or any other governmental agency or court is in effectSection 5.1(c); provided, however, that, except with respect to Parent may postpone the First Registration, filing or 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 sixty (60) days and any Piggy-Back Registration for such period as may be applicable to deferment effectiveness of any demand registration 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 Parent shall furnish to the holders a certificate signed by the Chief Executive Officer or Chairman of the Board of Parent 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 Parent to be disclosed at such time. The Company shall provide written notice to the Registrable Securityholders requesting registration of Registrable Securities of any postponement of the Parentfiling or effectiveness of a Registration Statement pursuant to this Section 5.1(a). Parent may defer the filing or effectiveness of a Registration Statement pursuant to this Section 5.1(a) only once during any 180-day period in respect of a Demand Registration hereunder. Notwithstanding the provisions of this Section 5.1(a), it 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 materially detrimental in the best interest of Parent to be disclosed is disclosed to the Parent and its stockholders for such Registration Statement public or ceases to be effected prior to material, (b) thirty (30) days after the expiration of date upon which the Board has determined such period. The combined matter should not be disclosed and (c) such date that, if such postponement periods relating to all Demand Registrations and continued, would result in there being more than 45 days in the Sponsor Demand Registration aggregate in any 12-month period shall not exceed ninety (90) daysduring which the filing or effectiveness of one or more Registration Statements has been so postponed. In determining whether the combined postponement periods have exceeded ninety (90) days pursuant The period during which filing or effectiveness is so postponed hereunder is referred to the preceding sentence, the postponement periods of all Demand Registrations and the Sponsor Demand Registration shall be counted separately, even if they overlapas a “Delay Period.”

Filing Registration Statement. The Parent shall use commercially reasonable efforts toCompany shall, as expeditiously as practicable (and in any event within forty-five ninety (4590) days after receipt of a request for a Demand Registration or the Sponsor Demand Registration or pursuant to Section 2, 2.1) prepare and file with the Commission a Registration Statement on any form, form for which the Parent Company then qualifies and or which counsel for the Parent Company 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 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 commercially reasonable efforts to cause such any Registration Statement to become and remain effective as of for the proposed date of effectiveness or as soon as practical thereafter and use its commercially reasonable efforts period required by Section 3.1.3, subject to keep it effective 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 Commission or any other governmental agency or court is in effect)Company’s rights under Section 3.1.3; provided, however, that, except with respect to that the First Registration, the Parent Company 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 sixty forty-five (6045) 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 relatesdays, in each case if the Parent Company shall furnish to the holders Holders a certificate signed by the Chief Executive Officer or the Chairman of the Board of Parent Directors of the Company stating that, in the good faith judgment of the Board of Directors of the ParentCompany, it would be materially detrimental to the Parent Company and its stockholders securityholders for such Registration Statement to be effected prior at such time 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 expiration 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 period. The combined postponement periods relating to all Demand Registrations Registration Statement, and the Sponsor Company has a bona fide business purpose for not disclosing such information publicly; and provided further, 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 forty-five (45) days in any 365-day period in respect of a Demand Registration in hereunder or (y) more than once during any 12-month 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 postponement periods of all Demand Registrations and the Sponsor Demand Registration shall be counted separately, even if they overlapperiod.

Filing Registration Statement. The Parent Company shall use commercially reasonable efforts to, within forty-five (45) days after receipt of a request for a Demand Registration or the Sponsor Demand Registration or pursuant to Section 2, prepare and file with the Commission a Registration Statement on any form, for which the Parent Company then qualifies and which counsel for the Parent Company shall deem appropriate (to the extent that the Registration Statement is a Form S-1, Parent 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 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 commercially reasonable efforts to keep it effective 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 Commission or any other governmental agency or court is in effect); provided, however, that, except with respect to that the First Registration, the Parent Company 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 sixty (60) 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 Parent Company shall furnish to the holders Holder a certificate signed by the Chief Executive Officer or Chairman of the Board of Parent Company stating that, in the good faith judgment of the Board of Directors of the ParentCompany, it would be materially detrimental to the Parent Company and its stockholders for such Registration Statement to be effected prior to the expiration of such period. The combined postponement periods relating to all Demand Registrations and the Sponsor Demand Registration in any 12-month twelve (12)-month 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 postponement periods of all Demand Registrations and the Sponsor Demand Registration shall be counted separately, even if they overlap.

Filing Registration Statement. (a) The Parent shall use commercially reasonable efforts toCompany shall, as expeditiously as practicable (and in any event within forty-five sixty (4560) days after receipt of a request for a Demand Registration or the Sponsor Demand Registration or pursuant to Section 2, 2.1) prepare and file with the Commission a Registration Statement on any form, form for which the Parent Company then qualifies and or which counsel for the Parent Company 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 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 commercially reasonable efforts to cause such Registration Statement to become and remain effective as of for the proposed date of effectiveness or as soon as practical thereafter and use its commercially reasonable efforts period required by Section 3.1.3, subject to keep it effective 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 Commission or any other governmental agency or court is in effect)Company’s rights under Section 3.1.3; provided, however, that, except with respect to that the First Registration, the Parent Company 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 sixty (60) days days, and any Piggy-Back Registration for such period as may be applicable to deferment of any other demand registration to which such Piggy-Back Registration relatesrelates and is effected, in each case if the Parent Company shall furnish to the holders Investor a certificate signed by the Chief Executive Officer or the Chairman of the Board of Parent the Company stating that, in the good faith judgment of the Board of Directors of the ParentCompany, it would be materially detrimental to the Parent Company and its stockholders securityholders for such Registration Statement to be effected prior at such time 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 expiration 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 period. The combined postponement periods relating to all Demand Registrations Registration Statement, and the Sponsor Company has a bona fide business purpose for not disclosing such information publicly; provided further, 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 sixty (60) days in any 365-day period in respect of a Demand Registration in hereunder or (y) more than once during any 12-month 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 postponement periods of all Demand Registrations and the Sponsor Demand Registration shall be counted separately, even if they overlapperiod.

Filing Registration Statement. The Parent shall use commercially reasonable efforts toRegistration Statement, within forty-five as amended: (45i) days after receipt has and will be prepared by the Company in conformity with the requirements of a request for a Demand Registration or the Sponsor Demand Registration or pursuant to Section 2Securities 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 formStatements as amended to date have been delivered or made available by the Company to Ancora. For purposes of this Agreement, for “Effective Time” means the date and the time as of which the Parent then qualifies Registration Statements, or 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 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 counsel are exhibits thereto or incorporated by reference; and “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 deemed to include any copy thereof filed with the Commission 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 Parent shall deem appropriate Offering (the “Offering Prospectus”) will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent that permitted by Regulation S-T promulgated by 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 Commission. As used in accordance with the intended method(s) of distribution thereof, and shall use its 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 commercially reasonable efforts to keep it effective 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 Commission or any other governmental agency or court is in effect); provided, however, that, except with respect to the First Registrationthis Agreement, the Parent shall have term “Prospectuses” means 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 sixty (60) 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 Parent shall furnish to the holders a certificate signed by the Chief Executive Officer or Chairman of the Board of Parent stating that, Offering Prospectus used in the good faith judgment of Rights Offer on the Board of Directors of the Parent, it would be materially detrimental to the Parent and its stockholders for such Registration Statement to be effected prior to the expiration of such period. The combined postponement periods relating to all Demand Registrations and the Sponsor Demand Registration in any 12Follow-month 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 postponement periods of all Demand Registrations and the Sponsor Demand Registration shall be counted separately, even if they overlapOn Offering.

Filing Registration Statement. The Parent Company shall use commercially its reasonable best efforts to, within forty-five (45) days as expeditiously as possible after receipt of a request for a Demand Registration or the Sponsor Demand Registration or pursuant to Section 22.1, prepare and file with the Commission a Registration Statement on any form, form for which the Parent Company then qualifies and or which counsel for the Parent Company 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 commercially reasonable best 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 commercially reasonable best efforts to keep it effective until all Registrable Securities for the Effectiveness 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 which make an Adverse Disclosure, the Company may, upon giving prompt written notice of such Demand action to the Investors, delay the filing or initial effectiveness of, or suspend use of, such Registration or Sponsor Demand Registration relates have been disposed, up to Statement (a maximum of 180 days (extended by any period during which a stop order or injunction of the Commission or any other governmental agency or court is in effect“Suspension Event”); provided, however, that, except with respect to that the First Registration, the Parent Company 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 permitted to sixty (60) days and any Piggy-Back Registration exercise a Suspension Event for such period as may be applicable to deferment more than a total of any demand registration to which such Piggy-Back Registration relates, in each case if the Parent shall furnish to the holders a certificate signed by the Chief Executive Officer or Chairman of the Board of Parent stating that, in the good faith judgment of the Board of Directors of the Parent, it would be materially detrimental to the Parent and its stockholders for such Registration Statement to be effected prior to the expiration of such period. The combined postponement periods relating to all Demand Registrations and the Sponsor Demand Registration in any 12-month period shall not exceed ninety (90) consecutive calendar days or more than one hundred twenty (120) total calendar days, in any three hundred sixty-five (365)-day period; and provided further that the Company 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 the Company or a subsidiary pursuant to a stock option, stock purchase, equity incentive or similar plan; or a registration in which the only Class A Common Stock being registered is Class A Common Stock issuable upon conversion of debt securities that are also being registered. In determining whether the combined postponement periods have exceeded ninety (90) days pursuant 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 preceding sentenceInvestors 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 postponement periods of all Demand Registrations and the Sponsor Resale Shelf Registration Statement or Demand Registration shall 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 counted separately, even if they overlaprequested by the Investors holding a majority of Registrable Securities that are included in such Resale Shelf Registration Statement or Demand Registration Statement.

Filing Registration Statement. The Parent Acquiror shall use commercially its reasonable best efforts to, within forty-five (45) days as expeditiously as possible after receipt of a request for a Demand Registration or the Sponsor Demand Registration or pursuant to Section 22.1, prepare and file with the Commission a Registration Statement on any form, for which the Parent then qualifies and which counsel for the 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 SEC a Registration Statement on Form S-3 as soon as practicable after S-1, or pursuant to Section 2.3 prepare and file with the Company is eligible to use SEC a Registration Statement on 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 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 commercially reasonable efforts to keep it effective 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 for the period required by any period during which a stop order or injunction of the Commission or any other governmental agency or court is in effect)Section 3.1.3; provided, however, that, except if during the period starting with respect to the 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 date sixty (60) days prior to Acquiror’s good faith estimate of the date of the filing of, and any Piggy-Back ending on a date one hundred and twenty (120) days after the effective date of, an Acquiror initiated Registration for such period as may be applicable (and provided that Acquiror has delivered written notice to deferment the Holders prior to receipt of any demand registration a Demand Registration pursuant to which such Piggy-Back Registration relatessubsection 2.1.1 and Acquiror continues to actively employ, in each case if good faith, all reasonable efforts to cause the Parent 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 Chief Executive Officer Holders are unable to obtain the commitment of underwriters to firmly underwrite the offer or Chairman of the Board of Parent 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 Parent, 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 Parent and its stockholders Acquiror for such Registration Statement to be effected prior filed in the near future and that it is therefore essential to defer the expiration filing of such periodRegistration Statement. The combined postponement periods relating In such event, Acquiror shall have the right to all Demand Registrations and the Sponsor Demand Registration defer such filing for a period of not more than thirty (30) days; provided, however, that Acquiror shall not defer its obligation in this manner more than once in any 12-month 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 postponement periods of all Demand Registrations and the Sponsor Demand Registration shall be counted separately, even if they overlapperiod.

Filing Registration Statement. The Parent Purchaser shall use commercially reasonable its best efforts to, within forty-five (45) days as expeditiously as possible after receipt of a request for a Demand Registration or the Sponsor Demand Registration or pursuant to Section 22.1, prepare and file with the Commission SEC a Registration Statement on any form, form for which the Parent Purchaser then qualifies and or which counsel for the Parent Purchaser 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 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 commercially reasonable efforts to keep it effective 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 for the period required by any period during which a stop order or injunction of the Commission or any other governmental agency or court is in effect)Section 3.1.3; provided, however, that, except if during the period starting with respect to the 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 date sixty (60) days prior to Purchaser’s good faith estimate of the date of the filing of, and any Piggy-Back ending on a date one hundred and twenty (120) days after the effective date of, a Purchaser initiated Registration for such period as may be applicable (and provided that Purchaser has delivered written notice to deferment the Investors prior to receipt of any demand registration a Demand Registration pursuant to which such Piggy-Back Registration relatessubsection 2.1.1 and Purchaser continues to actively employ, in each case if good faith, all reasonable efforts to cause the Parent 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 Chief Executive Officer Investors are unable to obtain the commitment of underwriters to firmly underwrite the offer or Chairman of the Board of Parent 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 Parent, 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 Parent and its stockholders Purchaser for such Registration Statement to be effected prior filed in the near future and that it is therefore essential to defer the expiration filing of such periodRegistration Statement. The combined postponement periods relating In such event, Purchaser shall have the right to all Demand Registrations and the Sponsor Demand Registration defer such filing for a period of not more than thirty (30) days; provided, however, that Purchaser shall not defer its obligation in this manner more than once in any 12-month 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 postponement periods of all Demand Registrations and the Sponsor Demand Registration shall be counted separately, even if they overlapperiod.

Filing Registration Statement. The Parent Company shall use commercially its reasonable best efforts to, within forty-five (45) days as expeditiously as possible after receipt of a request for a Demand Registration or the Sponsor Demand Registration or pursuant to Section 22.2, prepare and file with the Commission a Registration Statement on any form, form for which the Parent Company then qualifies and or which counsel for the Parent Company 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 commercially reasonable best 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 commercially reasonable efforts to keep it effective until all Registrable Securities covered by such Registration Statement are cold in accordance with the intended plan of distribution set forth in such Registration Statement or supplement to which 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 Demand action to the holders of Registrable Securities, delay the filing or initial effectiveness of, or suspend use of, such Registration or Sponsor Demand Registration relates have been disposed, up to Statement (a maximum of 180 days (extended by any period during which a stop order or injunction of the Commission or any other governmental agency or court is in effect“Suspension Event”); provided, however, thatthat the Company 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 the Company shall not register any securities for its own account or that of any other stockholder during any such Suspension Event, except with respect other than pursuant to a registration relating to the First Registrationsale or grant of securities to employees or directors of the Company or a subsidiary pursuant to a stock option, stock purchase, equity incentive or similar plan; or a registration in which the 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 Suspension Event, the Parent holders of Registrable Securities agree to suspend use of the applicable Prospectus 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 have immediately notify the right to defer any Demand Registration or Sponsor Demand Registration for holders of Registrable Securities in writing upon the shortest possible period of time (which such period may not be extended or renewed), up to sixty (60) days and any Piggy-Back Registration for such period as may be applicable to deferment termination of any demand registration 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 which such Piggy-Back Registration relates, in each case if be stated therein or necessary to make the Parent shall statements therein not misleading and furnish to the holders a certificate signed 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 Chief Executive Officer or Chairman of registration form used by the Board of Parent stating that, in Company for the good faith judgment of the Board of Directors of the Parent, it would be materially detrimental to the Parent and its stockholders for such Resale Shelf Registration Statement to be effected prior to the expiration of such period. The combined postponement periods relating to all Demand Registrations and the Sponsor 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 any 12-month 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 postponement periods of all Demand Registrations and the Sponsor such Resale Shelf Registration Statement or Demand Registration shall be counted separately, even if they overlapStatement.

Filing Registration Statement. The Parent shall use commercially reasonable efforts toCompany shall, as expeditiously as possible and in any event within forty-five sixty (4560) days after receipt of a request for a Demand Registration or the Sponsor Demand Registration or pursuant to Section 22.1, prepare and file with the Commission a Registration Statement on any form, form for which the Parent Company then qualifies and or which counsel for the Parent Company 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 commercially reasonable best efforts to cause such Registration Statement to become and remain effective as of for the proposed date of effectiveness or as soon as practical thereafter and use its commercially reasonable efforts to keep it effective 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 period required by any period during which a stop order or injunction of the Commission or any other governmental agency or court is in effect)Section 3.1.3; provided, however, that, except with respect to that the First Registration, the Parent Company 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 sixty thirty (6030) days 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 Parent Company shall furnish to the holders a certificate signed by the Chief Executive Officer or Chairman of the Board of Parent Company stating that, in the good faith judgment of the Board of Directors of the ParentCompany, it would be materially detrimental to the Parent Company and its stockholders shareholders for such Registration Statement to be effected prior 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 expiration contrary, the Company shall be entitled to postpone the filing of such period. The combined postponement periods relating to all Demand Registrations and the Sponsor Demand Registration Statement for a reasonable period of time not in any 12-month period shall not exceed excess of ninety (90) calendar days. In determining whether , if the combined postponement periods have exceeded ninety Board of Directors of the Company determines, in good faith exercise of its reasonable business judgment, that such registration and offering would (90i) days pursuant to materially and adversely interfere or affect the preceding sentencenegotiation or completion of a transaction that is being contemplated by the Company or (ii) require disclosure of information, the postponement periods premature disclosure of all Demand Registrations which could materially and adversely affect the Sponsor Demand Company. If the Company postpones the filing of a Registration Statement, it will promptly notify the holders of Registrable Securities in writing when the events or circumstances permitting such postponements have ended and shall be counted separately, even if they overlappromptly undertake such actions as would have been required hereunder but for such postponement.