Common use of Request for Registration Clause in Contracts

Request for Registration. Subject to the provisions of subsection 2.2.5 and Sections 2.4 and 3.4 hereof, at any time and from time to time after the date the Closing Date, each of (a) the Initial Holders and EarlyBirdCapital Holders of at least a majority in interest of the then-outstanding number of Registrable Securities held by the Initial Holders and EarlyBirdCapital Holders (the “Initial-EBC Demanding Holders”) and (b) the Southland Holders of at least a majority in interest of the then-outstanding number of Registrable Securities held by the Southland Holders (the “Southland Demanding Holders”), may make a written demand for Registration of all or part of their Registrable Securities, on (i) Form S-1 or (ii) if available, Form S-3, which in the case of either clause (i) or (ii), may be a shelf registration statement filed pursuant to Rule 415 under the Securities Act, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). The Company shall, promptly following the Company’s receipt of a Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”) shall so notify the Company, in writing, within five (5) days after the receipt by the Holder of the notice from the Company. For the avoidance of doubt, to the extent a Requesting Holder also separately possesses Demand Registration rights pursuant to this Section 2.2, but is not the Holder who exercises such Demand Registration rights, the exercise by such Requesting Holder of its rights pursuant to the foregoing sentence shall not count as the exercise by it of one of its Demand Registration rights. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, subject to subsection 2.2.4 below, such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall use its commercially reasonable efforts to file a registration statement on Form S-1 or Form S-3, as applicable, as soon thereafter as practicable, but not more than forty-five (45) days following the Company’s receipt of the Demand Registration, for Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. The Company shall not be obligated to effect more than (A) an aggregate of three (3) Registrations pursuant to a Demand Registration initiated by the Initial Holders and/or EarlyBirdCapital Holders and (B) an aggregate of six (6) Registrations pursuant to a Demand Registration initiated by the Southland Holders, in each case under this subsection 2.2 with respect to any or all Registrable Securities; provided, however, that a Registration shall not be counted for such purposes unless a Registration Statement that may be available at such time has become effective and all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Demanding Holders and the Requesting Holders in such Registration have been sold, in accordance with Section 3.1 of this Agreement; provided further, that, notwithstanding any other provision of this Agreement to the contrary, the Initial Holders and EarlyBirdCapital Holders, on the one hand, and the Southland Holders, on the other hand, may each demand not more than two (2) Demand Registrations or Shelf Underwritten Offerings, and the Company shall not be obligated to participate in more than four (4) Demand Registrations or Shelf Underwritten Offerings, in any twelve (12)-month period.

Request for Registration. Subject to the provisions of subsection 2.2.5 2.2.4 and Sections Section 2.4 and 3.4 hereof, at any time and from time to time after the date the Closing Date, each of (ai) FA Co-Investment, (ii) the Initial Holders and EarlyBirdCapital Holders of at least a majority thirty percent (30%) in interest of the then-then outstanding number of Registrable Securities held by the Initial Holders Sponsor (excluding Registrable Securities held by FA Co-Investment and EarlyBirdCapital Holders its Permitted Transferees) (the “Initial-EBC Demanding Sponsor Holders”) and (biii) the Southland Holders of at least a majority fifteen percent (15%) in interest of the then-then outstanding number of Registrable Securities held by the Southland P3 Holders (FA Co-Investment, the Sponsor Holders or the P3 Holders, as the case may be, the “Southland Demanding Holders”), ) may make a written demand for Registration under the Securities Act of all or part of their Registrable Securities, on (i) Form S-1 or (ii) if available, Form S-3, which in the case of either clause (i) or (ii), may be a shelf registration statement filed pursuant to Rule 415 under the Securities Act, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). The Company shall, promptly following within ten (10) days of the Company’s receipt of a the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”) shall so notify the Company, in writing, within five (5) days after the receipt by the Holder of the notice from the Company. For the avoidance of doubt, to the extent a Requesting Holder also separately possesses Demand Registration rights pursuant to this Section 2.2, but is not the Holder who exercises such Demand Registration rights, the exercise by such Requesting Holder of its rights pursuant to the foregoing sentence shall not count as the exercise by it of one of its Demand Registration rights. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, subject to subsection 2.2.4 below, such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall use its commercially reasonable efforts to file a registration statement on Form S-1 or Form S-3, as applicableeffect, as soon thereafter as practicable, the Registration of all Registrable Securities requested by the Demanding Holder(s) and Requesting Holder(s) pursuant to such Demand Registration, including by filing a Registration Statement relating thereto as soon as practicable, but not more than forty-forty five (45) days following immediately after the Company’s receipt of the Demand Registration, for a Form S-3 Shelf or, if Form S-3 is not then available to the Company, a Form S-1 Shelf, and shall use reasonable best efforts to cause such Registration of all Registrable Securities requested by Statement to become effective as promptly as practicable after filing. Under no circumstances shall the Demanding Holders and Requesting Holders pursuant to such Demand Registration. The Company shall not be obligated to effect (x) more than (A) an aggregate of three (3) Registrations pursuant to a Demand Registration initiated by the Initial Holders and/or EarlyBirdCapital Holders and Founders under this subsection 2.2.1 with respect to any or all Registrable Securities held by such Founders or (By) more than an aggregate of six three (63) Registrations pursuant to a Demand Registration initiated by the Southland Holders, in each case P3 Holders under this subsection 2.2 2.2.1 with respect to any or all Registrable SecuritiesSecurities held by such P3 Holders; provided, however, that (i) this limitation shall not apply to any Demand Registration initiated by FA Co-Investment, which shall be governed by Section 3.6 and (ii) a Registration shall not be counted for such purposes unless a Registration Statement that may be available at such time has become effective and all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Demanding Holders and the Requesting Holders in such Registration have been sold, in accordance with Section 3.1 of this Agreement; provided further, that, notwithstanding any other provision of this Agreement to the contrary, the Initial Holders and EarlyBirdCapital Holders, on the one hand, and the Southland Holders, on the other hand, may each demand not more than two (2) Demand Registrations or Shelf Underwritten Offerings, and the Company shall not be obligated to participate in more than four (4) Demand Registrations or Shelf Underwritten Offerings, in any twelve (12)-month period.

Request for Registration. Subject to the provisions of subsection 2.2.5 subsections 2.1.4, 2.1.6 and Sections Section 2.4 and 3.4 hereof, at any time and from time to time after time, either (i) one or more Holders (other than the date the Closing Date, each of Sponsor or its affiliates or transferees) or (aii) the Initial Holders and EarlyBirdCapital Holders Sponsor or its affiliates or transferees, in either case of at least a majority in interest of the then-outstanding number of clause (i) or (ii) representing Registrable Securities held by with a total offering price reasonably expected to exceed, in the Initial Holders and EarlyBirdCapital Holders (aggregate, the “Initial-EBC Demanding Holders”) and (b) the Southland Holders of at least a majority in interest of the then-outstanding number of Registrable Securities held by the Southland Holders (the “Southland Demanding Holders”)Minimum Demand Threshold, may make a written demand for Registration under the Securities Act of all or part of their Registrable Securities, on (i) Form S-1 or (ii) if available, Form S-3, which in the case of either clause (i) or (ii), may be a shelf registration statement filed pursuant to Rule 415 under the Securities Act, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”) and such persons making such written demand, the “Demanding Holders”). The Company shall, promptly following within ten (10) days of the Company’s receipt of a the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”) shall so notify the Company, in writing, within five (5) days after the receipt by the Holder of the notice from the Company. For the avoidance of doubt, to the extent a Requesting Holder also separately possesses Demand Registration rights pursuant to this Section 2.2, but is not the Holder who exercises such Demand Registration rights, the exercise by such Requesting Holder of its rights pursuant to the foregoing sentence shall not count as the exercise by it of one of its Demand Registration rights. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, subject to subsection 2.2.4 below), such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall use its commercially reasonable efforts to file a registration statement on Form S-1 or Form S-3, as applicableeffect, as soon thereafter as practicable, but not more than forty-forty five (45) days following immediately after the Company’s receipt of the Demand Registration, for the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. The Under no circumstances shall the Company shall not be obligated to effect more than an (Ax) aggregate of three (3) Registrations pursuant to a Demand Registration initiated by one or more Holders (other than the Sponsor or its affiliates or transferees) and (y) an aggregate of three (3) Registrations pursuant to a Demand Registration initiated by the Initial Holders and/or EarlyBirdCapital Holders and (B) an aggregate of six (6) Registrations pursuant to a Demand Registration initiated by the Southland HoldersSponsor or its affiliates or transferees, in each case under this subsection 2.2 2.1.1 with respect to any or all Registrable Securities; provided, however, that a Registration shall not be counted for such purposes unless a Registration Statement Form S-1 or any similar long-form registration statement that may be available at such time has become effective and all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Demanding Holders and the Requesting Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1 of this Agreement; provided provided, further, thatthat an Underwritten Shelf Takedown shall not count as a Demand Registration. For the avoidance of doubt, notwithstanding any other provision each of this Agreement to (i) the contrary, holders of a majority-in-interest of the Initial Registrable Securities held by the Holders and EarlyBirdCapital Holders, on (ii) the one hand, and the Southland Holders, on the other hand, may each demand not more than two (2) Sponsor shall be permitted to exercise a Demand Registrations or Shelf Underwritten Offerings, and the Company shall not be obligated Registration pursuant to participate in more than four (4) Demand Registrations or Shelf Underwritten Offerings, in any twelve (12)-month periodthis subsection 2.1.1 with respect to their Registrable Securities.

Request for Registration. Subject to the provisions of subsection 2.2.5 2.1.4 and Sections Section 2.4 and 3.4 hereof, at any time and from time to time on or after the date the Closing Date, each of Company consummates the initial Business Combination (ai) Xxxxx Investments and Xxxxx-Xxxxxx or (ii) the Initial Holders and EarlyBirdCapital Holders of at least a majority in interest of the then-then outstanding number of Registrable Securities (excluding Registrable Securities held by Xxxxx Investments, Xxxxx-Xxxxxx and their respective Permitted Transferees) (Xxxxx Investments and Xxxxx-Xxxxxx or such Holders, as the Initial Holders and EarlyBirdCapital Holders (case may be, the “Initial-EBC Demanding Holders”) and (b) the Southland Holders of at least a majority in interest of the then-outstanding number of Registrable Securities held by the Southland Holders (the “Southland Demanding Holders”), may make a written demand for Registration under the Securities Act of all or part of their Registrable Securities, on (i) Form S-1 or (ii) if available, Form S-3, which in the case of either clause (i) or (ii), may be a shelf registration statement filed pursuant to Rule 415 under the Securities Act, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). The Company shall, promptly following within ten (10) days of the Company’s receipt of a the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”) shall so notify the Company, in writing, within five (5) days after the receipt by the Holder of the notice from the Company. For the avoidance of doubt, to the extent a Requesting Holder also separately possesses Demand Registration rights pursuant to this Section 2.2, but is not the Holder who exercises such Demand Registration rights, the exercise by such Requesting Holder of its rights pursuant to the foregoing sentence shall not count as the exercise by it of one of its Demand Registration rights. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, subject to subsection 2.2.4 below, such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall use its commercially reasonable efforts to file a registration statement on Form S-1 or Form S-3, as applicableeffect, as soon thereafter as practicable, but not more than forty-five (45) days following the Company’s receipt of the Demand Registration, for Registration of all Registrable Securities requested by the Demanding Holders Holder(s) and Requesting Holders Holder(s) pursuant to such Demand Registration, including by filing a Registration Statement relating thereto as soon as practicable, but not more than forty five (45) days immediately after the Company’s receipt of the Demand Registration. The Under no circumstances shall the Company shall not be obligated to effect more than (A) an aggregate of three (3) Registrations pursuant to a Demand Registration initiated by the Initial Holders and/or EarlyBirdCapital Holders and (B) an aggregate of six (6) Registrations pursuant to a Demand Registration initiated by the Southland Holders, in each case under this subsection 2.2 2.1.1 with respect to any or all Registrable Securities; provided, however, that (i) this limitation shall not apply to any Demand Registration initiated by Xxxxx Investments and Xxxxx-Xxxxxx, which shall be governed by Section 3.6 and (ii) a Registration shall not be counted for such purposes unless a Registration Statement Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Demanding Holders and the Requesting Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1 of this Agreement; provided further, that, notwithstanding any other provision of this Agreement to the contrary, the Initial Holders and EarlyBirdCapital Holders, on the one hand, and the Southland Holders, on the other hand, may each demand not more than two (2) Demand Registrations or Shelf Underwritten Offerings, and the Company shall not be obligated to participate in more than four (4) Demand Registrations or Shelf Underwritten Offerings, in any twelve (12)-month period.

Request for Registration. Subject to the provisions of subsection 2.2.5 ‎2.1.4 and Sections 2.4 and 3.4 Section ‎2.4 hereof, (a) at any time and from time to time commencing three months prior to the end of the Founder Shares Lock-up Period, the holders of the majority of the Founder Shares, or (b) on or after the date the Closing DateCompany consummates the initial Business Combination, each the holders of (a) the Initial Holders and EarlyBirdCapital Holders of at least a majority in interest of the then-outstanding number representative shares, private warrants and warrants issued to the Sponsor, the Company’s officers, directors or their affiliates in payment of Registrable Securities held by working capital loans made to the Initial Holders and EarlyBirdCapital Holders (the “Initial-EBC Demanding Holders”) and (b) the Southland Holders of at least a majority in interest of the then-outstanding number of Registrable Securities held by the Southland Holders (the “Southland Demanding Holders”)Company, may make a written demand for Registration of all or part of their Registrable Securities, on (i) Form S-1 or (ii) if available, Form S-3, which in the case of either clause (i) or (ii), may be a shelf registration statement filed pursuant to Rule 415 under the Securities Act, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). The Company shall, promptly following within ten (10) days of the Company’s receipt of a the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”) shall so notify the Company, in writing, within five (5) days after the receipt by the Holder of the notice from the Company. For the avoidance of doubt, to the extent a Requesting Holder also separately possesses Demand Registration rights pursuant to this Section 2.2, but is not the Holder who exercises such Demand Registration rights, the exercise by such Requesting Holder of its rights pursuant to the foregoing sentence shall not count as the exercise by it of one of its Demand Registration rights. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, subject to subsection 2.2.4 below, such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall use its commercially reasonable efforts to (i) file a registration statement on Form S-1 or Form S-3Registration Statement in respect of all Registrable Securities requested by the Sponsor and Requesting Holder(s) pursuant such Demand Registration, as applicable, as soon thereafter as practicable, but not more than forty-forty five (45) days following immediately after the Company’s receipt of the Demand Registration, for Registration of all Registrable Securities requested by and (ii) shall effect the Demanding Holders and Requesting Holders pursuant to such Demand Registrationregistration thereof as soon as practicable thereafter. The Under no circumstances shall the Company shall not be obligated to effect more than (A) an aggregate of three two (32) Registrations pursuant to a Demand Registration initiated by the Initial Holders and/or EarlyBirdCapital Holders and (B) an aggregate of six (6) Registrations pursuant to a Demand Registration initiated by the Southland Holders, in each case under this subsection 2.2 ‎2.1.1 with respect to any or all Registrable Securities; provided, however, that a Registration shall not be counted for such purposes unless a Registration Statement Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Demanding Holders and the Requesting Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1 ‎3.1 of this Agreement; provided further, that, notwithstanding any other provision of this Agreement to the contrary, the Initial Holders and EarlyBirdCapital Holders, on the one hand, and the Southland Holders, on the other hand, may each demand not more than two (2) Demand Registrations or Shelf Underwritten Offerings, and the Company shall not be obligated to participate in more than four (4) Demand Registrations or Shelf Underwritten Offerings, in any twelve (12)-month period.

Request for Registration. Subject to the provisions of subsection 2.2.5 and Sections 2.4 and 3.4 hereof, at any time and from time to time on or after the date the Closing Date, each of (a) the Initial Holders Founder (the “Founder Demanding Holder”), and EarlyBirdCapital Holders of (b) at least a majority in interest of the then-outstanding number of Registrable Securities held by the Initial Holders and EarlyBirdCapital New Holders (the “Initial-EBC New Demanding Holders,” together with the Founder Demanding Holders, the “Demanding Holders”) and (b) the Southland Holders of at least a majority in interest of the then-outstanding number of Registrable Securities held by the Southland Holders (the “Southland Demanding Holders”), may make a written demand for Registration of all or part of their Registrable Securities, Securities on (i) Form S-1 F-1, or such other form of registration statement as is then available to effect a registration for resale of such Registrable Securities, covering such Registrable Securities or (ii) if available, Form S-3F-3, which in the case of either clause (i) or (ii), may be a shelf registration statement filed pursuant to Rule 415 under the Securities Act, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). The Company shall, promptly following the Company’s receipt of a Demand Registration, notify, in writing, writing all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”) shall so notify the Company, in writing, within five (5) days after the receipt by the Holder of the notice from the Company. For the avoidance of doubt, to the extent a Requesting Holder also separately possesses Demand Registration rights pursuant to this Section 2.2, but is not the Holder who exercises such Demand Registration rights, the exercise by such Requesting Holder of its rights pursuant to the foregoing sentence shall not count as the exercise by it of one of its Demand Registration rights. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, subject to subsection 2.2.4 below, such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall use its commercially reasonable efforts to file a registration statement on Form S-1 or Form S-3, as applicableeffect, as soon thereafter as practicable, but not more than forty-forty five (45) days following immediately after the Company’s receipt of the Demand Registration, for the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. The Company shall not be obligated to effect more than (A1) an aggregate of three (3) Registrations pursuant to a Demand Registration or a Shelf Underwritten Offering initiated by the Initial Holders and/or EarlyBirdCapital Holders Founder and (B2) an aggregate of six three (63) Registrations pursuant to a Demand Registration or a Shelf Underwritten offering initiated by the Southland New Holders, in each case under subsection 2.1.3 or this subsection 2.2 2.2.1 with respect to any or all Registrable Securities; provided, however, that a Registration shall not be counted for such purposes unless a Registration Statement that may be available at such time has become effective and all of the Registrable Securities requested by the Demanding Holders and the Requesting Holders to be registered on behalf of the Demanding Holders and the Requesting Holders in such Registration have been sold, in accordance with Section 3.1 of this Agreement; provided further, that, notwithstanding any other provision of this Agreement to the contrary, the Initial Holders and EarlyBirdCapital Holders, on the one hand, and the Southland Holders, on the other hand, may each demand not more than two (2) Demand Registrations or Shelf Underwritten Offerings, and the Company shall not be obligated to participate in more than four (4) Demand Registrations or Shelf Underwritten Offerings, in any twelve (12)-month period.

Request for Registration. Subject to the provisions of subsection 2.2.5 2.1.4 and Sections Section 2.4 and 3.4 hereof, at any time and from time to time on or after the date the Closing DateCompany consummates the Business Combination, each of (a) the Initial Holders and EarlyBirdCapital Holders of at least a majority in interest of the then-then outstanding number of Registrable Securities held owned by the Initial Holders and EarlyBirdCapital Holders either (i) MIHI (the “Initial-EBC Demanding Holders”) and (b) the Southland Holders of at least a majority in interest of the then-outstanding number of Registrable Securities held by the Southland Holders (the “Southland Macquarie Demanding Holders”), (ii) the Hydra Sponsor or (iii) Mx. Xxxx (collectively with the Hydra Sponsor, the “Hydra Demanding Holders” and collectively with the Hydra Sponsor and the Macquarie Demanding Holders, the “Demanding Holders”) may make a written demand for Registration under the Securities Act of all or part of their Registrable Securities, on (i) Form S-1 or (ii) if available, Form S-3, which in the case of either clause (i) or (ii), may be a shelf registration statement filed pursuant to Rule 415 under the Securities Act, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). The Company shall, promptly following within ten (10) days of the Company’s receipt of a the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”) shall so notify the Company, in writing, within five (5) days after the receipt by the Holder of the notice from the Company. For the avoidance of doubt, to the extent a Requesting Holder also separately possesses Demand Registration rights pursuant to this Section 2.2, but is not the Holder who exercises such Demand Registration rights, the exercise by such Requesting Holder of its rights pursuant to the foregoing sentence shall not count as the exercise by it of one of its Demand Registration rights. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, subject to subsection 2.2.4 below, such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall use its commercially reasonable efforts to file a registration statement on Form S-1 or Form S-3, as applicableeffect, as soon thereafter as practicable, but not more than forty-forty five (45) days following immediately after the Company’s receipt of the Demand Registration, for the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. The Under no circumstances shall the Company shall not be obligated to effect more than (A) an aggregate of three (3) Registrations for each of the Macquarie Demanding Holders and the Hydra Demanding Holders pursuant to a Demand Registration initiated by the Initial Holders and/or EarlyBirdCapital Holders and (B) an aggregate of six (6) Registrations pursuant to a Demand Registration initiated by the Southland Holders, in each case under this subsection 2.2 2.1.1 with respect to any or all Registrable Securities; provided, however, that a Registration shall not be counted for such purposes unless a Registration Statement Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Demanding Holders and the Requesting Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1 of this Agreement; provided further, that, notwithstanding any other provision of this Agreement to the contrary, the Initial Holders and EarlyBirdCapital Holders, on the one hand, and the Southland Holders, on the other hand, may each demand not more than two (2) Demand Registrations or Shelf Underwritten Offerings, and the Company shall not be obligated to participate in more than four (4) Demand Registrations or Shelf Underwritten Offerings, in any twelve (12)-month period.

Request for Registration. Subject to the provisions of subsection 2.2.5 2.1.4 and Sections Section 2.4 and 3.4 hereof, at any time and from time to time after the date the Closing Datetime, each any of (ai) the Initial Holders and EarlyBirdCapital BC Holder, (ii) the Medina Holder, (iii) the Sponsor Holder, or (iv) the Holders of at least a majority 20% in interest of the then-outstanding number of Registrable Securities held by (together with the Initial Holders Sponsor Holder, BC Holder and EarlyBirdCapital Holders (the Medina Holder, the “Initial-EBC Demanding Holders”) and (b) the Southland Holders of at least a majority in interest of the then-outstanding number of Registrable Securities held by the Southland Holders (the “Southland Demanding Holders”), may make a written demand for Registration of all or part of their Registrable Securities, on (i) Form S-1 or (ii) if available, Form S-3, which in the case of either clause (i) or (ii), may be a shelf registration statement filed pursuant to Rule 415 under the Securities Act, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). The Company shall, promptly following within ten (10) Business Days of the Company’s receipt of a the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”) shall so notify the Company, in writing, within five (5) days Business Days after the receipt by the Holder of the notice from the Company. For the avoidance of doubt, to the extent a Requesting Holder also separately possesses Demand Registration rights pursuant to this Section 2.2, but is not the Holder who exercises such Demand Registration rights, the exercise by such Requesting Holder of its rights pursuant to the foregoing sentence shall not count as the exercise by it of one of its Demand Registration rights. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, subject to subsection 2.2.4 below, such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall use its commercially reasonable efforts to file a registration statement on Form S-1 or Form S-3, as applicableeffect, as soon thereafter as practicable, but not more than forty-five (45) days following after the Company’s receipt of the Demand Registration, for the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. The Under no circumstances shall the Company shall not be obligated to effect more than (A) an aggregate of three (3) Registrations pursuant to a Demand Registration initiated by the Initial Holders and/or EarlyBirdCapital Holders and (B) an aggregate of six (6) Registrations pursuant to a Demand Registration initiated by the Southland Holders, in each case under this subsection 2.2 2.1.1 with respect to any or all Registrable Securities; provided, however, that a Registration shall not be counted for such purposes unless a Registration Statement Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Demanding Holders and the Requesting Holders in such Registration Form S-1 have been sold, in accordance with Section 3.1 of this Agreement; provided further, that, notwithstanding any other provision of this Agreement to the contrary, the Initial Holders and EarlyBirdCapital Holders, on the one hand, and the Southland Holders, on the other hand, may each demand not more than two (2) Demand Registrations or Shelf Underwritten Offerings, and the Company shall not be obligated to participate in more than four (4) Demand Registrations or Shelf Underwritten Offerings, in any twelve (12)-month period.

Request for Registration. Subject to the provisions of subsection 2.2.5 2.2.4 and Sections 2.4 and 3.4 hereofSection 3.4, at any time and from time to time after following the date the Closing DateClosing, each of (a) the Initial Holders and EarlyBirdCapital Holders of at least a majority in interest of the then-outstanding number of Registrable Securities held by the Initial Holders and EarlyBirdCapital Holders (the “Initial-EBC any Demanding Holders”) and (b) the Southland Holders of at least a majority in interest of the then-outstanding number of Registrable Securities held by the Southland Holders (the “Southland Demanding Holders”), Holder may make a written demand for Registration of all or part of their Registrable Securities, on (i) Form S-1 or (ii) if available, Form S-3, which in the case of either clause (i) or (ii), may be a shelf registration statement filed pursuant to Rule 415 under the Securities Act, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). The Company shall, promptly following within ten (10) days of the Company’s receipt of a the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a such Demand Registration (each such Holder that includes wishes to include all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”) shall so notify the Company, in writing, within five (5) days after the receipt by the such Requesting Holder of the Demand Registration notice from the Company. For the avoidance of doubt, to the extent a Requesting Holder also separately possesses Demand Registration rights pursuant to this Section 2.2, but is not the Holder who exercises such Demand Registration rights, the exercise by such Requesting Holder of its rights pursuant to the foregoing sentence shall not count as the exercise by it of one of its Demand Registration rights. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, subject to subsection 2.2.4 below, such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration Statement pursuant to a such Demand Registration and the Company shall use its commercially reasonable efforts to file a registration statement on Form S-1 or Form S-3, as applicableeffect, as soon thereafter as practicable, but not in no event more than forty-five thirty (4530) calendar days following after the Company’s receipt of the Demand Registration, for the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. The Under no circumstances shall the Company shall not be obligated to effect more than (Ai) an aggregate of three (3) Registrations pursuant to a Demand Registration initiated by under this subsection 2.2.1 in the Initial Holders and/or EarlyBirdCapital Holders aggregate on behalf of the Sponsor and the Xxxx Insiders and (Bii) an aggregate of six three (63) Registrations pursuant to a Demand Registration initiated by the Southland Holders, in each case under this subsection 2.2 with respect to any or all Registrable Securities; provided, however, that a Registration shall not be counted for such purposes unless a Registration Statement that may be available at such time has become effective and all of the Registrable Securities requested by the Requesting Holders to be registered 2.2.1 on behalf of the Demanding Holders and the Requesting Holders in such Registration have been sold, in accordance with Section 3.1 of this Agreement; provided further, that, notwithstanding any other provision of this Agreement to the contrary, the Initial Holders and EarlyBirdCapital Holders, on the one hand, and the Southland Holders, on the other hand, may each demand not more than two (2) Demand Registrations or Shelf Underwritten OfferingsNKGen Insiders, and the Company shall not be obligated to participate in effect more than four an aggregate of two (42) Demand Registrations or Shelf Underwritten Offerings, in any twelve (12)-month twelve-month period.

Request for Registration. Subject to the provisions of subsection 2.2.5 and Sections 2.4 and 3.4 hereof, at any time and from time to time after the date the Closing Date, each of (a) the Initial Sponsor Holders and EarlyBirdCapital Holders of at least a majority in interest of the then-outstanding number of Registrable Securities held by the Initial Sponsor Holders and EarlyBirdCapital Holders (the “InitialSponsor-EBC Demanding Holders”) and (b) the Southland Leafly Holders of at least a majority in interest of the then-outstanding number of Registrable Securities held by the Southland Leafly Holders (the “Southland Leafly Demanding Holders”), may make a written demand for Registration of all or part of their Registrable Securities, on (i) Form S-1 or (ii) if available, Form S-3, which in the case of either clause (i) or (ii), may be a shelf registration statement filed pursuant to Rule 415 under the Securities Act, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). The Company shall, promptly following the Company’s receipt of a Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”) shall so notify the Company, in writing, within five (5) days after the receipt by the Holder of the notice from the Company. For the avoidance of doubt, to the extent a Requesting Holder also separately possesses Demand Registration rights pursuant to this Section 2.2, but is not the Holder who exercises such Demand Registration rights, the exercise by such Requesting Holder of its rights pursuant to the foregoing sentence shall not count as the exercise by it of one of its Demand Registration rights. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, subject to subsection 2.2.4 below, such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall use its commercially reasonable efforts to file a registration statement on Form S-1 or Form S-3, as applicable, as soon thereafter as practicable, but not more than forty-five (45) days following the Company’s receipt of the Demand Registration, for Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. The Company shall not be obligated to effect more than (A) an aggregate of three (3) Registrations pursuant to a Demand Registration initiated by the Initial Sponsor Holders and/or EarlyBirdCapital Holders and (B) an aggregate of six (6) Registrations pursuant to a Demand Registration initiated by the Southland Leafly Holders, in each case under this subsection 2.2 with respect to any or all Registrable Securities; provided, however, that a Registration shall not be counted for such purposes unless a Registration Statement that may be available at such time has become effective and all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Demanding Holders and the Requesting Holders in such Registration have been sold, in accordance with Section 3.1 of this Agreement; provided further, that, notwithstanding any other provision of this Agreement to the contrary, the Initial Sponsor Holders and EarlyBirdCapital Holders, on the one hand, and the Southland Leafly Holders, on the other hand, may each demand not more than two (2) Demand Registrations or Shelf Underwritten Offerings, and the Company shall not be obligated to participate in more than four (4) Demand Registrations or Shelf Underwritten Offerings, in any twelve (12)-month period.

Request for Registration. Subject to the provisions of subsection 2.2.5 2.1.4 and Sections Section 2.4 and 3.4 hereof, at any time and from time to time on or after the date the Closing DateCompany consummates the Business Combination, each of (a) the Initial Holders and EarlyBirdCapital Holders of at least a majority in interest of the then-then outstanding number of Registrable Securities held owned by the Initial Holders and EarlyBirdCapital Holders either (i) MIHI (the “Initial-EBC Macquarie Demanding Holders”) and or (bii) the Southland Holders of at least a majority in interest of the then-outstanding number of Registrable Securities held by the Southland Holders Terrapin Founders (the “Southland Terrapin Demanding Holders” and collectively with the Macquarie Demanding Holders, the “Demanding Holders”), ) may make a written demand for Registration under the Securities Act of all or part of their Registrable Securities, on (i) Form S-1 or (ii) if available, Form S-3, which in the case of either clause (i) or (ii), may be a shelf registration statement filed pursuant to Rule 415 under the Securities Act, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). The Company shall, promptly following within ten (10) days of the Company’s receipt of a the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”) shall so notify the Company, in writing, within five (5) days after the receipt by the Holder of the notice from the Company. For the avoidance of doubt, to the extent a Requesting Holder also separately possesses Demand Registration rights pursuant to this Section 2.2, but is not the Holder who exercises such Demand Registration rights, the exercise by such Requesting Holder of its rights pursuant to the foregoing sentence shall not count as the exercise by it of one of its Demand Registration rights. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, subject to subsection 2.2.4 below, such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall use its commercially reasonable efforts to file a registration statement on Form S-1 or Form S-3, as applicableeffect, as soon thereafter as practicable, but not more than forty-forty five (45) days following immediately after the Company’s receipt of the Demand Registration, for the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. The Under no circumstances shall the Company shall not be obligated to effect more than (A) an aggregate of three (3) Registrations for each of the Macquarie Demanding Holders and the Terrapin Demanding Holders pursuant to a Demand Registration initiated by the Initial Holders and/or EarlyBirdCapital Holders and (B) an aggregate of six (6) Registrations pursuant to a Demand Registration initiated by the Southland Holders, in each case under this subsection 2.2 2.1.1 with respect to any or all Registrable Securities; provided, however, that a Registration shall not be counted for such purposes unless a Registration Statement Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Demanding Holders and the Requesting Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1 of this Agreement; provided further, that, notwithstanding any other provision of this Agreement to the contrary, the Initial Holders and EarlyBirdCapital Holders, on the one hand, and the Southland Holders, on the other hand, may each demand not more than two (2) Demand Registrations or Shelf Underwritten Offerings, and the Company shall not be obligated to participate in more than four (4) Demand Registrations or Shelf Underwritten Offerings, in any twelve (12)-month period.

Request for Registration. Subject to the provisions of subsection 2.2.5 and Sections 2.4 and 3.4 hereof, at any time and from time to time on or after the date the Closing Date, each of (a) the Initial Holders and EarlyBirdCapital Gores Holders of at least a majority in interest of the then-outstanding number of Registrable Securities held by the Initial Holders and EarlyBirdCapital Holders (the “Initial-EBC Demanding Gores Holders”) , and (b) the Southland Greenlight Holders of at least a majority in interest of the then-outstanding number of Registrable Securities held by the Southland Holders (the “Southland Demanding Greenlight Holders”), may make a written demand for Registration of all or part of their Registrable Securities, Securities on (i) Form S-1 or (ii) if available, Form S-3, which in the case of either clause (i) or (ii), may be a shelf registration statement filed pursuant to Rule 415 under the Securities Act, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). The Except with respect to any Registrable Securities distributed by the Sponsor to its members following the expiration of the Founder Shares Lock-up Period or the Private Placement Lock-up Period, as applicable, the Company shall, promptly following the Company’s receipt of a the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”) shall so notify the Company, in writing, within five (5) days after the receipt by the Holder of the notice from the Company. For the avoidance of doubt, to the extent a Requesting Holder also separately possesses Demand Registration rights pursuant to this Section 2.2, but is not the Holder who exercises such Demand Registration rights, the exercise by such Requesting Holder of its rights pursuant to the foregoing sentence shall not count as the exercise by it of one of its Demand Registration rights. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, subject to subsection Section 2.2.4 below, such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall use its commercially reasonable efforts to file a registration statement on Form S-1 or Form S-3, as applicableeffect, as soon thereafter as practicable, but not more than forty-forty five (45) days following immediately after the Company’s receipt of the Demand Registration, for the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. The Company shall not be obligated to effect more than (A) an aggregate of three (3) Registrations pursuant to a Demand Registration initiated by the Initial Holders and/or EarlyBirdCapital Holders and (Ba) an aggregate of six (6) Registrations pursuant to a Demand Registration initiated by the Southland Gores Holders and (b) an aggregate of six (6) Registrations pursuant to a Demand Registration initiated by the Greenlight Holders, in each case under this subsection 2.2 2.2.1 with respect to any or all Registrable Securities; provided, however, that a Registration shall not be counted for such purposes unless a Registration Statement that may be available at such time has become effective and all of the Registrable Securities requested by the Demanding Holders and the Requesting Holders to be registered on behalf of the Demanding Holders and the Requesting Holders in such Registration have been sold, in accordance with Section 3.1 of this Agreement; provided furtherprovided, that, notwithstanding any other provision further that if after a Demand Holder executes the maximum number of this Agreement to the contrary, the Initial Holders and EarlyBirdCapital Holders, on the one hand, Demand Registrations permitted hereunder and the Southland Holdersrelated offerings are completed, on such Demand Holder continues to hold at least 25% or more of the other handoutstanding Common Stock, may each demand not more than two such Demand Holder shall have the right to execute one (21) additional Demand Registrations or Shelf Underwritten Offerings, and the Company shall not be obligated to participate in more than four (4) Demand Registrations or Shelf Underwritten Offerings, in any twelve (12)-month periodRegistration.

Request for Registration. Subject to the provisions of subsection 2.2.5 2.2.4 hereof and Sections 2.4 and 3.4 hereofprovided that the Company does not have an effective Registration Statement pursuant to subsection 2.1 outstanding covering the Registrable Securities, at any time and from time to time after the date the Closing Date, each of (a) the Initial Holders and EarlyBirdCapital Holders of at least a majority in majority-in-interest of the then-then outstanding number of Registrable Securities held by the Initial Butterfly Holders and EarlyBirdCapital or the Sponsor Group Holders (the “Initial-EBC Demanding Holders”) and (b) the Southland Holders of at least a majority in interest of the then-outstanding number of Registrable Securities held by the Southland Holders (the “Southland Demanding Holders”), in each case, may make a written demand for Registration of all or part of their Registrable Securities, on (i) Form S-1 or (ii) if available, Form S-3, which in the case of either clause (i) or (ii), may be a shelf registration statement filed pursuant to Rule 415 under the Securities Act, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). The Company shall, promptly following within ten (10) days of the Company’s receipt of a the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”) shall so notify the Company, in writing, within five (5) days after the receipt by the Holder of the notice from the Company. For the avoidance of doubt, to the extent a Requesting Holder also separately possesses Demand Registration rights pursuant to this Section 2.2, but is not the Holder who exercises such Demand Registration rights, the exercise by such Requesting Holder of its rights pursuant to the foregoing sentence shall not count as the exercise by it of one of its Demand Registration rights. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, subject to subsection 2.2.4 below, such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall use its commercially reasonable efforts to file a registration statement on Form S-1 or Form S-3, as applicableeffect, as soon thereafter as practicable, but not more than forty-five (45) days following the Company’s receipt of the Demand Registration, for Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration, including by filing a Registration Statement relating thereto as soon as practicable, but not more than forty-five (45) days immediately after the Company’s receipt of the Demand Registration. The Under no circumstances shall the Company shall not be obligated to effect more than (A) an aggregate of three (3) Registrations pursuant to a Demand Registration initiated by the Initial Holders and/or EarlyBirdCapital Holders and (B) an aggregate of six (6) Registrations pursuant to a Demand Registration initiated by the Southland Holders, in each case under this subsection 2.2 2.1.1 with respect to any or all Registrable Securities; provided, however, that a Registration pursuant to a Demand Registration shall not be counted for such purposes unless a Registration Statement that may be available at with respect to such time Demand Registration has become effective and all of the Registrable Securities requested by the Requesting Holders and the Demanding Holders to be registered on behalf of the Demanding Requesting Holders and the Requesting Demanding Holders in on such Registration Statement have been sold, in accordance with Section 3.1 of this Agreement; provided further, that, notwithstanding any other provision of this Agreement to the contrary, the Initial Holders and EarlyBirdCapital Holders, on the one hand, and the Southland Holders, on the other hand, may each demand not more than two (2) Demand Registrations or Shelf Underwritten Offerings, and the Company shall not be obligated to participate in more than four (4) Demand Registrations or Shelf Underwritten Offerings, in any twelve (12)-month period.

Request for Registration. Subject to the provisions of subsection 2.2.5 and Sections 2.4 and 3.4 hereofhereof and provided that Holdco does not have an effective Registration Statement pursuant to subsection 2.1.1 covering Registrable Securities, at any time and from time to time after the date the Closing Date, each of (a) the Initial Holders and EarlyBirdCapital Holders of holding at least a majority in majority-in-interest of the then-outstanding number of Registrable Securities held by the Initial Holders and EarlyBirdCapital Holders (the “Initial-EBC Demanding Holders”) and (b) the Southland Holders of at least a majority in interest of the then-outstanding number of Registrable Securities held by the Southland Holders (the “Southland Demanding Holders”), may make a written demand for Registration of all or part of their Registrable Securities on (a) Form F-1, or such other form of registration statement as is then available to effect a registration for resale of such Registrable Securities, on (i) Form S-1 covering such Registrable Securities or (iib) if available, Form S-3F-3, which in the case of either clause (ia) or (iib), may be a shelf registration statement filed pursuant to Rule 415 under the Securities Act, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) methods of distribution thereof (such written demand a “Demand Registration”)) provided that such Holders reasonably expect to sell Registrable Securities yielding aggregate gross proceeds in excess of the Minimum Amount. The Company Holdco shall, promptly within ten (10) business days following the CompanyHoldco’s receipt of a Demand Registration, notify, in writing, writing all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “DR Requesting Holder”) shall so notify the CompanyHoldco, in writing, within five (5) business days after the receipt by the Holder of the notice from the CompanyHoldco. For the avoidance of doubt, to the extent a DR Requesting Holder also separately possesses Demand Registration rights pursuant to this Section 2.2, but is not the Holder who exercises such Demand Registration rights, the exercise by such DR Requesting Holder of its rights pursuant to the foregoing sentence shall not count as the exercise by it of one of its Demand Registration rights. Upon receipt by the Company Holdco of any such written notification from a DR Requesting Holder(s) Holder to the CompanyHoldco, subject to subsection 2.2.4 below, such DR Requesting Holder(s) Holder shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company Holdco shall use its commercially reasonable efforts to file a registration statement on Form S-1 or Form S-3, as applicablefile, as soon thereafter as practicable, but not more than forty-five (45) days following the Companyimmediately after Holdco’s receipt of the Demand Registration, for and Holdco shall use reasonable best efforts to effect the Registration of all Registrable Securities requested by the DR Demanding Holders and DR Requesting Holders pursuant to such Demand RegistrationRegistration as soon as practicable. The Company Holdco shall not be obligated to effect more than (Ai) an aggregate of three (3) Registrations pursuant to a Demand Registration or a Shelf Underwritten Offering initiated by the Initial Holders and/or EarlyBirdCapital Holders Sponsor, and (Bii) an aggregate of six three (63) Registrations pursuant to a Demand Registration or a Shelf Underwritten Offering initiated by the Southland HoldersParent, in each case under subsection 2.1.3 or this subsection 2.2 2.2.1 with respect to any or all Registrable Securities; provided, however, that a Registration shall not be counted for such purposes unless a Registration Statement that may be available at such time has become effective and all of the Registrable Securities requested by the DR Demanding Holders and the DR Requesting Holders (or in the case of a Shelf Underwritten Offering, the SUO Demanding Holders and the SUO Requesting Holders) to be registered on behalf of the DR Demanding Holders and the DR Requesting Holders (or in the case of a Shelf Underwritten Offering, the SUO Demanding Holders and the SUO Requesting Holders) in such Registration have been sold, in accordance with Section 3.1 of this Agreement; provided further, that, notwithstanding any other provision of this Agreement to the contrary, the Initial Holders and EarlyBirdCapital Holders, on the one hand, and the Southland Holders, on the other hand, may each demand not more than two (2) Demand Registrations or Shelf Underwritten Offerings, and the Company shall not be obligated to participate in more than four (4) Demand Registrations or Shelf Underwritten Offerings, in any twelve (12)-month period.

Request for Registration. Subject to the provisions of subsection 2.2.5 2.1.4 and Sections Section 2.4 and 3.4 hereof, at any time and from time to time on or after the date the Closing DateCompany consummates the Business Combination, each of (a) the Initial Holders and EarlyBirdCapital Holders of at least a majority in interest of the then-outstanding number of Registrable Securities held by the Initial Holders and EarlyBirdCapital Holders (the “Initial-EBC Demanding Holders”) and (b) the Southland Holders of at least a majority in interest of the then-outstanding number of Registrable Securities held by the Southland Holders (the “Southland Demanding Holders”), may make a written demand for Registration under the Securities Act of all or part of their Registrable Securities, on (i) Form S-1 or (ii) if available, Form S-3, which in the case of either clause (i) or (ii), may be a shelf registration statement filed pursuant to Rule 415 under the Securities Act, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). The Company shall, promptly following within [ten (10) days] of the Company’s receipt of a the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”) shall so notify the Company, in writing, within [five (5) )] days after the receipt by the Holder of the notice from the Company. For the avoidance of doubt, to the extent a Requesting Holder also separately possesses Demand Registration rights pursuant to this Section 2.2, but is not the Holder who exercises such Demand Registration rights, the exercise by such Requesting Holder of its rights pursuant to the foregoing sentence shall not count as the exercise by it of one of its Demand Registration rights. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, subject to subsection 2.2.4 below, such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall use its commercially reasonable efforts to file a registration statement on Form S-1 or Form S-3, as applicableeffect, as soon thereafter as practicable, but not more than forty-[forty five (45) )] days following immediately after the Company’s receipt of the Demand Registration, for the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. The Under no circumstances shall the Company shall not be obligated to effect more than (A) an aggregate of three (3) Registrations pursuant to a Demand Registration initiated by the Initial Holders and/or EarlyBirdCapital Holders and (B) an aggregate of six (6) Registrations pursuant to a Demand Registration initiated by the Southland Holders, in each case under this subsection 2.2 2.1.1 with respect to any or all Registrable Securities; provided, however, that a Registration shall not be counted for such purposes unless a Registration Statement Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Demanding Holders and the Requesting Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1 of this Agreement; provided further, that, notwithstanding any other provision of this Agreement to the contrary, the Initial Holders and EarlyBirdCapital Holders, on the one hand, and the Southland Holders, on the other hand, may each demand not more than two (2) Demand Registrations or Shelf Underwritten Offerings, and the Company shall not be obligated to participate in more than four (4) Demand Registrations or Shelf Underwritten Offerings, in any twelve (12)-month period.

Request for Registration. Subject to the provisions of subsection 2.2.5 and Sections 2.4 and 3.4 hereofhereof and provided that the Company does not have an effective Registration Statement pursuant to subsection 2.1.1 or subsection 2.1.2 covering Registrable Securities, at any time and from time to time after the date the Closing Date, each of (a) the Initial Holders and EarlyBirdCapital Holders of at least a majority in interest of the then-outstanding number of Registrable Securities held by the Initial Holders and EarlyBirdCapital Holders (the “Initial-EBC Demanding Holders”) and Sponsor Holdco, (b) the Southland Holders of at least a majority in interest of the then-outstanding number of Registrable Securities held by the Southland Holders Chardan and (the “Southland Demanding Holders”)c) Monex, may make a written demand for Registration of all or part of their Registrable Securities, Securities on (i) Form S-1 S-1, or such other form of registration statement as is then available to effect a registration for resale of such Registrable Securities, covering such Registrable Securities or (ii) if available, Form S-3, which in the case of either clause (i) or (ii), may be a shelf registration statement filed pursuant to Rule 415 under the Securities Act, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). The Company shall, promptly (but in any event within fifteen (15) days following the Company’s receipt of a Demand Registration), notify, in writing, writing all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “DR Requesting Holder”) shall so notify the Company, in writing, within five three (53) business days after the receipt by the Holder of the notice from the Company. For the avoidance of doubt, to the extent a Requesting Holder also separately possesses Demand Registration rights pursuant to this Section 2.2, but is not the Holder who exercises such Demand Registration rights, the exercise by such Requesting Holder of its rights pursuant to the foregoing sentence shall not count as the exercise by it of one of its Demand Registration rights. Upon receipt by the Company of any such written notification from a DR Requesting Holder(s) to the Company, subject to subsection 2.2.4 below, such DR Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall use its commercially reasonable efforts to file a registration statement on Form S-1 or Form S-3, as applicableeffect, as soon thereafter as practicable, but not more than forty-five (45) days following the Company’s receipt of the Demand Registration, for Registration of all Registrable Securities requested by the DR Demanding Holders and DR Requesting Holders pursuant to such Demand Registration. The Company shall not be obligated to effect more than (A) an aggregate of three (3x) two (2) Registrations pursuant to a Demand Registration or a Shelf Underwritten Offering initiated by the Initial Holders and/or EarlyBirdCapital Holders Sponsor Holdco and (By) an aggregate of six one (61) Registrations pursuant to a Demand Registration or a Shelf Underwritten Offering initiated by the Southland Holders, in each case Chardan under subsection 2.1.3 or this subsection 2.2 2.2.1 with respect to any or all Registrable Securities; provided, however, that a Registration shall not be counted for such purposes unless a Registration Statement that may be available at such time has become effective and all of the Registrable Securities requested by the DR Demanding Holders and the DR Requesting Holders (or in the case of a Shelf Underwritten Offering, the SUO Demanding Holders and the SUO Requesting Holders) to be registered on behalf of the DR Demanding Holders and the DR Requesting Holders (or in the case of a Shelf Underwritten Offering, the SUO Demanding Holders and the SUO Requesting Holders) in such Registration have been sold, in accordance with Section 3.1 of this Agreement; provided further, that, notwithstanding any other provision of this Agreement to the contrary, the Initial Holders and EarlyBirdCapital Holders, on the one hand, and the Southland Holders, on the other hand, may each demand not more than two (2) Demand Registrations or Shelf Underwritten Offerings, and the Company shall not be obligated to participate in more than four (4) Demand Registrations or Shelf Underwritten Offerings, in any twelve (12)-month period.

Request for Registration. Subject to the provisions of subsection 2.2.5 2.2.4 and Sections Section 2.4 hereof and 3.4 hereofprovided that the Company does not have an effective Registration Statement pursuant to subsection 2.1.1 covering Registrable Securities, at any time and from time to time after the date the Closing Date, each of (a) the Initial Holders and EarlyBirdCapital Sponsor Holders of at least a majority in interest of the then-outstanding number of Registrable Securities held by the Initial Sponsor Holders and EarlyBirdCapital Holders (the “Initial-EBC Demanding Holders”) and or (b) the Southland Legacy Airspan Holders of at least a majority in interest of the then-outstanding number of Registrable Securities held by the Southland Legacy Airspan Holders (the “Southland Demanding Holders”), in each case, may make a written demand for Registration of all or part of their Registrable Securities, on (i) Form S-1 or (ii) if available, Form S-3, which in the case of either clause (i) or (ii), may be a shelf registration statement filed pursuant to Rule 415 under the Securities Act, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). The Company shall, promptly following within ten (10) days of the Company’s receipt of a the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”) shall so notify the Company, in writing, within five (5) days after the receipt by the Holder of the notice from the Company. For the avoidance of doubt, to the extent a Requesting Holder also separately possesses Demand Registration rights pursuant to this Section 2.2, but is not the Holder who exercises such Demand Registration rights, the exercise by such Requesting Holder of its rights pursuant to the foregoing sentence shall not count as the exercise by it of one of its Demand Registration rights. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, subject to subsection 2.2.4 below, such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall use its commercially reasonable efforts to file a registration statement on Form S-1 or Form S-3, as applicablefile, as soon thereafter as practicable, but not more than forty-forty five (45) days following immediately after the Company’s receipt of the Demand Registration, for Registration of a Form S-3 Shelf or, if Form S-3 is not then available to the Company, a Form S-1 Shelf covering all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand RegistrationRegistration and shall use reasonable best efforts to cause such Registration Statement to become effective as promptly as practicable after filing. The Under no circumstances shall the Company shall not be obligated to effect (x) more than (A) an aggregate of three (3) Registrations pursuant to a Demand Registration initiated by the Initial Sponsor Holders and/or EarlyBirdCapital under this subsection 2.2.1 with respect to any or all Registrable Securities held by such Sponsor Holders and or (By) more than an aggregate of six three (63) Registrations pursuant to a Demand Registration initiated by the Southland Holders, in each case Legacy Airspan Holders under this subsection 2.2 2.2.1 with respect to any or all Registrable SecuritiesSecurities held by such Legacy Airspan Holders; provided, however, that a Registration shall not be counted for such purposes unless a Registration Statement that may be available at such time has become effective and all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Demanding Holders and the Requesting Holders in such Registration have been sold, in accordance with Section 3.1 of this Agreement; provided further, that, notwithstanding any other provision of this Agreement to the contrary, the Initial Holders and EarlyBirdCapital Holders, on the one hand, and the Southland Holders, on the other hand, may each demand not more than two (2) Demand Registrations or Shelf Underwritten Offerings, and the Company shall not be obligated to participate in more than four (4) Demand Registrations or Shelf Underwritten Offerings, in any twelve (12)-month period.

Request for Registration. Subject to the provisions of subsection 2.2.5 subsections 2.1.4, 2.3.1 and Sections Section 2.4 and 3.4 hereof, at any time and from time to time after the date the Closing Datetime, each of (a) the Initial one or more Holders and EarlyBirdCapital Holders of at least a majority in interest of the then-outstanding number of Registrable Securities held by (x) constituting at least thirty percent (30%) of the Initial Holders Registrable Securities then outstanding and EarlyBirdCapital Holders (y) having a total offering price (before deduction of underwriting discounts) reasonably expected to exceed, in the aggregate $50 million (the “Initial-EBC Demanding Holders”) and (b) the Southland Holders of at least a majority in interest of the then-outstanding number of Registrable Securities held by the Southland Holders (the “Southland Demanding Holders”), may make a written demand for Registration of all or part of their Registrable Securities, on (i) Form S-1 or (ii) if available, Form S-3, which in the case of either clause (i) or (ii), may be a shelf registration statement filed pursuant to Rule 415 under the Securities Act, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof separate from a Shelf Registration or Underwritten Shelf Takedown (such written demand a “Demand Registration”). The Company shall, promptly following within five (5) days of the Company’s receipt of a the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”) shall so notify the Company, in writing, within five two (52) business days after the receipt by the Holder of the notice from the Company. For the avoidance of doubt, to the extent a Requesting Holder also separately possesses Demand Registration rights pursuant to this Section 2.2, but is not the Holder who exercises such Demand Registration rights, the exercise by such Requesting Holder of its rights pursuant to the foregoing sentence shall not count as the exercise by it of one of its Demand Registration rights. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, subject to subsection 2.2.4 below, such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall use its commercially reasonable efforts to file a registration statement on Form S-1 or Form S-3, as applicableeffect, as soon thereafter as practicable, but not more than forty-forty five (45) days following after the Company’s receipt of the Demand Registration, for the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. The Under no circumstances shall the Company shall not be obligated to effect more than (A) an aggregate of three two (32) Registrations pursuant to a Demand Registration initiated by the Initial Holders and/or EarlyBirdCapital Holders and (B) an aggregate of six (6) Registrations pursuant to a Demand Registration initiated by the Southland Holders, in each case under this subsection 2.2 2.1.1 with respect to any or all Registrable Securities; provided, however, that a Registration shall not be counted for such purposes unless a Registration Statement on Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all at least fifty percent (50%) of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Demanding Holders and the Requesting Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1 of this Agreement; provided further, that, notwithstanding any other provision of this Agreement . Notwithstanding anything to the contrarycontrary herein, to the Initial extent there is an active Form S-3 Shelf covering a Holder’s or Holders’ Registrable Securities, this subsection 2.1.1 shall be inapplicable and any request by such Holder or Holders to conduct an Underwritten Offering shall follow the procedures of subsection 2.3.4 herein and EarlyBirdCapital Holders, on the one hand, and the Southland Holders, on the other hand, may each demand not more than two (2) Demand Registrations or shall be counted as an Underwritten Shelf Underwritten Offerings, and the Company shall not be obligated to participate in more than four (4) Demand Registrations or Shelf Underwritten Offerings, in any twelve (12)-month periodTakedown.

Request for Registration. Subject to the provisions of subsection 2.2.5 2.1.4 and Sections Section 2.4 and 3.4 hereof, at any time and from time to time on or after the date the Closing DateCompany consummates the Business Combination, each of (a) the Initial Holders and EarlyBirdCapital Holders of at least a majority in interest of the then-outstanding number of Registrable Securities held by the Initial Holders and EarlyBirdCapital Holders (the “Initial-EBC Demanding Holders”) and (b) the Southland Holders of at least a majority in interest of the then-outstanding number of Registrable Securities held by the Southland Holders (the “Southland Demanding Holders”), or Cantor and its permitted designees may make a written demand for Registration of all or part of their Registrable Securities, on (i) Form S-1 or (ii) if available, Form S-3, which in the case of either clause (i) or (ii), may be a shelf registration statement filed pursuant to Rule 415 under the Securities Act, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). The Company shall, promptly following within ten (10) days of the Company’s receipt of a the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”) shall so notify the Company, in writing, within five (5) days after the receipt by the Holder of the notice from the Company. For the avoidance of doubt, to the extent a Requesting Holder also separately possesses Demand Registration rights pursuant to this Section 2.2, but is not the Holder who exercises such Demand Registration rights, the exercise by such Requesting Holder of its rights pursuant to the foregoing sentence shall not count as the exercise by it of one of its Demand Registration rights. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, subject to subsection 2.2.4 below, such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall use its commercially reasonable efforts to file a registration statement on Form S-1 or Form S-3, as applicableeffect, as soon thereafter as practicable, but not more than forty-forty five (45) days following immediately after the Company’s receipt of the Demand Registration, for the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. The Under no circumstances shall the Company shall not be obligated to effect more than (A) an aggregate of three (3) Registrations pursuant to a Demand Registration initiated by the Initial Holders and/or EarlyBirdCapital Holders and (B) an aggregate of six (6) Registrations pursuant to a Demand Registration initiated by the Southland Holders, in each case under this subsection 2.2 2.1.1 with respect to any or all Registrable Securities; provided, however, that a Registration shall not be counted for such purposes unless a Registration Statement Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Demanding Holders and the Requesting Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1 of this Agreement; provided further, that, notwithstanding any other provision of this Agreement to the contrary, the Initial Holders and EarlyBirdCapital Holders, on the one hand, and the Southland Holders, on the other hand, may each demand not more than two (2) Demand Registrations or Shelf Underwritten Offerings, and the Company shall not be obligated to participate in more than four (4) Demand Registrations or Shelf Underwritten Offerings, in any twelve (12)-month period.

Request for Registration. Subject to the provisions of subsection 2.2.5 and Sections 2.4 and 3.4 hereof, at any time and from time to time on or after the date the Closing Date, each of (a) the Initial Holders Sponsor (the “Sponsor Demanding Holder”), and EarlyBirdCapital Holders of (b) at least a majority in interest of the then-outstanding number of Registrable Securities held by the Initial Holders and EarlyBirdCapital Holders Co-Founders (the “Initial-EBC New Demanding Holders,” together with the Sponsor Demanding Holders, the “Demanding Holders”) and (b) the Southland Holders of at least a majority in interest of the then-outstanding number of Registrable Securities held by the Southland Holders (the “Southland Demanding Holders”), may make a written demand for Registration of all or part of their Registrable Securities, Securities on (i) Form S-1 F-1, or such other form of registration statement as is then available to effect a registration for resale of such Registrable Securities, covering such Registrable Securities or (ii) if available, Form S-3F-3, which in the case of either clause (i) or (ii), may be a shelf registration statement filed pursuant to Rule 415 under the Securities Act, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). The Company shall, promptly following the Company’s receipt of a Demand Registration, notify, in writing, writing all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”) shall so notify the Company, in writing, within five (5) days after the receipt by the Holder of the notice from the Company. For the avoidance of doubt, to the extent a Requesting Holder also separately possesses Demand Registration rights pursuant to this Section 2.2, but is not the Holder who exercises such Demand Registration rights, the exercise by such Requesting Holder of its rights pursuant to the foregoing sentence shall not count as the exercise by it of one of its Demand Registration rights. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, subject to subsection 2.2.4 below, such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall use its commercially reasonable efforts to file a registration statement on Form S-1 or Form S-3, as applicableeffect, as soon thereafter as practicable, but not more than forty-forty five (45) days following immediately after the Company’s receipt of the Demand Registration, for the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. The Company shall not be obligated to effect more than (A) an aggregate of three (3) Registrations pursuant to a Demand Registration or a Shelf Underwritten Offering initiated by the Initial Holders and/or EarlyBirdCapital Holders Sponsor and (B) an aggregate of six three (63) Registrations pursuant to a Demand Registration or a Shelf Underwritten offering initiated by the Southland HoldersCo-Founders, in each case under subsection 2.1.3 or this subsection 2.2 2.2.1 with respect to any or all Registrable Securities; provided, however, that a Registration shall not be counted for such purposes unless a Registration Statement that may be available at such time has become effective and all of the Registrable Securities requested by the Demanding Holders and the Requesting Holders to be registered on behalf of the Demanding Holders and the Requesting Holders in such Registration have been sold, in accordance with Section 3.1 of this Agreement; provided further, that, notwithstanding any other provision of this Agreement to the contrary, the Initial Holders and EarlyBirdCapital Holders, on the one hand, and the Southland Holders, on the other hand, may each demand not more than two (2) Demand Registrations or Shelf Underwritten Offerings, and the Company shall not be obligated to participate in more than four (4) Demand Registrations or Shelf Underwritten Offerings, in any twelve (12)-month period.

Request for Registration. Subject to the provisions of subsection 2.2.5 2.1.4 and Sections Section 2.4 and 3.4 hereof, at any time and from time to time on or after the date the Closing DateCompany consummates the Business Combination, each of (a) the Initial Holders and EarlyBirdCapital Holders of at least a majority in interest fifteen percent (15%) of the then-outstanding number of Registrable Securities held by the Initial Holders and EarlyBirdCapital Holders (the “Initial-EBC Demanding Holders”) and (b) the Southland Holders of at least a majority in interest of the then-outstanding number of Registrable Securities held by the Southland Holders (the “Southland Demanding Holders”), may make a written demand for Registration under the Securities Act of all or part of their Registrable Securities, on (i) Form S-1 or (ii) if available, Form S-3, which in the case of either clause (i) or (ii), may be a shelf registration statement filed pursuant to Rule 415 under the Securities Act, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). The Company shall, promptly following within ten (10) days of the Company’s receipt of a the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”) shall so notify the Company, in writing, within five (5) days after the receipt by the Holder of the notice from the Company. For the avoidance of doubt, to the extent a Requesting Holder also separately possesses Demand Registration rights pursuant to this Section 2.2, but is not the Holder who exercises such Demand Registration rights, the exercise by such Requesting Holder of its rights pursuant to the foregoing sentence shall not count as the exercise by it of one of its Demand Registration rights. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, subject to subsection 2.2.4 below, such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall use its commercially reasonable efforts to file a registration statement on Form S-1 or Form S-3, as applicableeffect, as soon thereafter as practicable, but not more than forty-forty five (45) days following immediately after the Company’s receipt of the Demand Registration, for the filing of a Registration Statement to effect the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. The Under no circumstances shall the Company shall not be obligated to effect more than (A) an aggregate of three (3) Registrations pursuant to a Demand Registration initiated by the Initial Holders and/or EarlyBirdCapital Holders and (B) an aggregate of six (6) Registrations pursuant to a Demand Registration initiated by the Southland Holders, in each case under this subsection 2.2 2.1.1 with respect to any or all Registrable Securities; provided, however, that a Registration shall not be counted for such purposes unless a Registration Statement Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Demanding Holders and the Requesting Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1 of this Agreement; provided further, that, notwithstanding any other provision of this Agreement to the contrary, the Initial Holders and EarlyBirdCapital Holders, on the one hand, and the Southland Holders, on the other hand, may each demand not more than two (2) Demand Registrations or Shelf Underwritten Offerings, and the Company shall not be obligated to participate in more than four (4) Demand Registrations or Shelf Underwritten Offerings, in any twelve (12)-month period.

Request for Registration. Subject to the provisions of subsection 2.2.5 2.1.5 and Sections Section 2.4 and 3.4 hereof, at any time and from time to time after following the date the Closing DateLock-Up Period applicable to any Holder under Article V hereof, each of (ai) the Initial Sponsor or (ii) New Holders and EarlyBirdCapital Holders of holding at least a majority in interest of the then-outstanding number of Registrable Securities held by the Initial all New Holders at such time (such Holders described in clauses (i) and EarlyBirdCapital Holders (ii), the “Initial-EBC Demanding Holders”) and (b) the Southland Holders of at least a majority in interest of the then-outstanding number of Registrable Securities held by the Southland Holders (the “Southland Demanding Holders”), may make a written demand for Registration of all or part of their Registrable SecuritiesSecurities on Form F-3 (or, if Form F-3 is not available to be used by the Company at such time, on Form F-1 or another appropriate form permitting Registration of such Registrable Securities for resale by such Demanding Holders) (ior, if the Company is not a foreign private issuer, Form S-3) (or, if Form S-3 is not available to be used by the Company at such time, on Form S-1 or (ii) if available, Form S-3, which in the case another appropriate form permitting Registration of either clause (i) or (iisuch Registrable Securities for resale by such Demanding Holders), may be a shelf registration statement filed pursuant to Rule 415 under the Securities Act, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). The Holders making a Demand Registration may request that the registration be made pursuant to Rule 415 under the Securities Act (a “Resale Shelf Registration”). The Company shall, promptly following within ten (10) days of the Company’s receipt of a the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each such Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Demand Requesting Holder”) shall so notify the Company, in writing, within five (5) days after the receipt by the Holder of the notice from the Company. For the avoidance of doubt, to the extent a Requesting Holder also separately possesses Demand Registration rights pursuant to this Section 2.2, but is not the Holder who exercises such Demand Registration rights, the exercise by such Requesting Holder of its rights pursuant to the foregoing sentence shall not count as the exercise by it of one of its Demand Registration rights. Upon receipt by the Company of any such written notification from a Demand Requesting Holder(s) to the Company, subject to subsection 2.2.4 below, such Demand Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall use its commercially reasonable efforts to file a registration statement on Form S-1 or Form S-3, as applicableeffect, as soon thereafter as practicable, but not more in any event no later than forty-five one hundred and twenty (45120) days following from the date of the Company’s receipt of the Demand Registration, for the Registration of all Registrable Securities requested by the Demanding Holders and Demand Requesting Holders pursuant to such Demand Registration. The Under no circumstances shall the Company shall not be obligated to effect more than (A) an aggregate the following number of three (3) Registrations per Holder or Holders pursuant to a Demand Registration initiated by the Initial Holders and/or EarlyBirdCapital Holders and (B) an aggregate of six (6) Registrations pursuant to a Demand Registration initiated by the Southland Holders, in each case under this subsection 2.2 with respect to any or all Registrable Securities; providedSection 2.1.1: (i) for the Sponsor, however, that a Registration shall not be counted for such purposes unless a Registration Statement that may be available at such time has become effective and all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Demanding Holders and the Requesting Holders in such Registration have been sold, in accordance with Section 3.1 of this Agreement; provided further, that, notwithstanding any other provision of this Agreement to the contrary, the Initial Holders and EarlyBirdCapital Holders, on the one hand, and the Southland Holders, on the other hand, may each demand not more than two (2) Demand Registrations Registrations; or Shelf Underwritten Offerings(iii) for the New Holders, and the Company shall not be obligated to participate acting by a majority in more than four interest, two (42) Demand Registrations or Shelf Underwritten Offerings, in any twelve (12)-month periodRegistrations.

Request for Registration. Subject to the provisions of subsection 2.2.5 this Section 2.1.1 and Sections 2.4 and 3.4 hereofSection 2.4, at any time and from time to time after the date the Closing DateEffective Time, each of either (a) the Initial Holders and EarlyBirdCapital Holders of at least Xxxx Investors holding a majority in majority-in-interest of the then-outstanding number of Registrable Securities held by the Initial Holders then issued and EarlyBirdCapital Holders (the “Initial-EBC Demanding Holders”) outstanding and (b) the Southland Founder Holders of at least holding a majority in majority-in-interest of the then-outstanding number of Initial Securities that are Registrable Securities held by the Southland Holders (the “Southland Demanding Holders”), then issued and outstanding may make a written demand for Registration registration under the Securities Act of all or part of their Registrable Securities, on Securities (i) Form S-1 or (ii) if available, Form S-3, which in a “Demand Registration”). Any demand for a Demand Registration shall specify the case number of either clause (i) or (ii), may be a shelf registration statement filed pursuant to Rule 415 under the Registrable Securities Act, which written demand shall describe the amount and type of securities proposed to be included in such Registration sold and the intended method(s) of distribution thereof thereof. Within thirty (such written demand a “Demand Registration”). The Company shall, promptly 30) days following the Company’s receipt of any request for a Demand Registration, notify, in writing, the Company will notify all other Holders of Investors holding Registrable Securities of such the demand, and each Holder of Investor holding Registrable Securities who thereafter wishes to include all or a portion of such HolderInvestor’s Registrable Securities in a Registration pursuant to a the Demand Registration (each such Holder that includes all or a portion Investor including shares of such Holder’s Registrable Securities in such Registrationregistration, a “Requesting Demanding Holder”) shall so notify the Company, in writing, Company within five fifteen (515) days after the receipt by the Holder Investor of the notice from the Company. For the avoidance of doubt, to the extent a Requesting Holder also separately possesses Demand Registration rights pursuant to this Section 2.2, but is not the Holder who exercises Upon any such Demand Registration rightsrequest, the exercise by such Requesting Holder of its rights pursuant to the foregoing sentence shall not count as the exercise by it of one of its Demand Registration rights. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, subject to subsection 2.2.4 below, such Requesting Holder(s) Demanding Holders shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall use its commercially reasonable efforts to file a registration statement on Form S-1 or Form S-3, as applicable, as soon thereafter as practicable, but not more than forty-five (45) days following the Company’s receipt of the Demand Registration, for Registration of all Registrable Securities requested by subject to Section 2.1.4 and the Demanding Holders and Requesting Holders pursuant to such Demand Registrationprovisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than (A) an aggregate of three four (34) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities. For the avoidance of doubt, each of (i) the holders of a majority-in-interest of the Registrable Securities held by the Xxxx Investors and (ii) the holders of a majority-in-interest of the Registrable Securities held the Founder Holders are permitted to exercise two Demand Registrations pursuant to a Demand Registration initiated by the Initial Holders and/or EarlyBirdCapital Holders and (B) an aggregate of six (6) Registrations pursuant to a Demand Registration initiated by the Southland Holders, in each case under this subsection 2.2 Section 2.1.1 with respect to any or all their respective Registrable Securities; provided, however, that a Registration shall not be counted for such purposes unless a Registration Statement Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities requested by the Requesting Demanding Holders to be registered on behalf of the such Demanding Holders and the Requesting Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1 3 of this Agreement; provided further, that, notwithstanding any other provision of this Agreement . Notwithstanding anything in Section 2.1 to the contrary, the Initial Holders and EarlyBirdCapital Holders, on the one hand, and the Southland Holders, on the other hand, may each demand not more than two (2) Demand Registrations or Shelf Underwritten Offerings, and the Company shall not be obligated to participate effect a Demand Registration (A) if a Piggy-Back Registration had been available to the Demanding Holder(s) within the one hundred twenty (120) days preceding the date of request for the Demand Registration, (B) within sixty (60) days after the effective date of a previous registration effected with respect to the Registrable Securities pursuant to Section 2.1, or (C) during any period (not to exceed one hundred eighty (180) days) following the closing of the completion of an offering of securities by the Company if such Demand Registration would cause the Company to breach a “lock-up” or similar provision contained in more than four (4) Demand Registrations or Shelf Underwritten Offerings, in any twelve (12)-month periodthe underwriting agreement for such offering.

Request for Registration. Subject to the provisions of subsection 2.2.5 2.1.4 and Sections Section 2.4 and 3.4 hereof, at any time and from time to time after following the date the Closing DateEffective Time (but subject to Article V), each of (ai) the Initial New Holders and EarlyBirdCapital Holders of holding at least a majority in interest of the then-outstanding number of Registrable Securities held by all New Holders, (ii) Volkswagen, or (iii) the Initial Holders and EarlyBirdCapital Holders Original Holder (such New Holders, Volkswagen or the Original Holder, as the case may be, the “Initial-EBC Demanding Holders”) and (b) the Southland Holders of at least a majority in interest of the then-outstanding number of Registrable Securities held by the Southland Holders (the “Southland Demanding Holders”), may make a written demand for Registration of all or part of their Registrable SecuritiesSecurities on Form S-3 (or, if Form S-3 is not available to be used by the Company at such time, on (i) Form S-1 or (ii) if available, Form S-3, which in the case another appropriate form permitting Registration of either clause (i) or (iisuch Registrable Securities for resale by such Demanding Holders), may be a shelf registration statement filed pursuant to Rule 415 under the Securities Act, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). The Company shall, promptly following within ten (10) days of the Company’s receipt of a the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Demand Requesting Holder”) shall so notify the Company, in writing, within five (5) days after the receipt by the Holder of the notice from the Company. For the avoidance of doubt, to the extent a Requesting Holder also separately possesses Demand Registration rights pursuant to this Section 2.2, but is not the Holder who exercises such Demand Registration rights, the exercise by such Requesting Holder of its rights pursuant to the foregoing sentence shall not count as the exercise by it of one of its Demand Registration rights. Upon receipt by the Company of any such written notification from a Demand Requesting Holder(s) to the Company, subject to subsection 2.2.4 below, such Demand Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall use its commercially reasonable efforts to file a registration statement on Form S-1 or Form S-3, as applicableeffect, as soon thereafter as practicable, but not more than forty-five sixty (4560) days following immediately after the Company’s receipt of the Demand Registration, for the Registration of all Registrable Securities requested by the Demanding Holders and Demand Requesting Holders pursuant to such Demand Registration. The Under no circumstances shall the Company shall not be obligated to effect more than (A) an aggregate of (i) three (3) Registrations pursuant to a Demand Registration under this subsection 2.1.1 initiated by the Initial Holders and/or EarlyBirdCapital Holders and New Holders, (Bii) an aggregate of six one (61) Registrations Registration pursuant to a Demand Registration under this subsection 2.1.1 initiated by Volkswagen, or (iii) one (1) Registration pursuant to a Demand Registration under this subsection 2.1.1 initiated by the Southland Holders, in each case under this subsection 2.2 with respect to any or all Registrable Securities; provided, however, that a Registration shall not be counted for such purposes unless a Registration Statement that may be available at such time has become effective and all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Demanding Holders and the Requesting Holders in such Registration have been sold, in accordance with Section 3.1 of this Agreement; provided further, that, notwithstanding any other provision of this Agreement to the contrary, the Initial Holders and EarlyBirdCapital Holders, on the one hand, and the Southland Holders, on the other hand, may each demand not more than two (2) Demand Registrations or Shelf Underwritten Offerings, and the Company shall not be obligated to participate in more than four (4) Demand Registrations or Shelf Underwritten Offerings, in any twelve (12)-month periodOriginal Holder.

Request for Registration. Subject to the provisions of subsection 2.2.5 2.1.4 and Sections Section 2.4 and 3.4 hereof, at any time and from time to time on or after the date the Closing Date, each of Company consummates the initial Business Combination (ai) Cowen Investments or (ii) the Initial Holders and EarlyBirdCapital Holders of at least a majority thirty percent (30%) in interest of the then-then outstanding number of Registrable Securities (excluding Registrable Securities held by Cowen Investments and its Permitted Transferees) (Cowen Investments or such Holders, as the Initial Holders and EarlyBirdCapital Holders (case may be, the “Initial-EBC Demanding Holders”) and (b) the Southland Holders of at least a majority in interest of the then-outstanding number of Registrable Securities held by the Southland Holders (the “Southland Demanding Holders”), may make a written demand for Registration under the Securities Act of all or part of their Registrable Securities, on (i) Form S-1 or (ii) if available, Form S-3, which in the case of either clause (i) or (ii), may be a shelf registration statement filed pursuant to Rule 415 under the Securities Act, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). The Company shall, promptly following within ten (10) days of the Company’s receipt of a the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”) shall so notify the Company, in writing, within five (5) days after the receipt by the Holder of the notice from the Company. For the avoidance of doubt, to the extent a Requesting Holder also separately possesses Demand Registration rights pursuant to this Section 2.2, but is not the Holder who exercises such Demand Registration rights, the exercise by such Requesting Holder of its rights pursuant to the foregoing sentence shall not count as the exercise by it of one of its Demand Registration rights. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, subject to subsection 2.2.4 below, such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall use its commercially reasonable efforts to file a registration statement on Form S-1 or Form S-3, as applicableeffect, as soon thereafter as practicable, but not more than forty-five (45) days following the Company’s receipt of the Demand Registration, for Registration of all Registrable Securities requested by the Demanding Holders Holder(s) and Requesting Holders Holder(s) pursuant to such Demand Registration, including by filing a Registration Statement relating thereto as soon as practicable, but not more than forty five (45) days immediately after the Company’s receipt of the Demand Registration. The Under no circumstances shall the Company shall not be obligated to effect more than (A) an aggregate of three (3) Registrations pursuant to a Demand Registration initiated by the Initial Holders and/or EarlyBirdCapital Holders and (B) an aggregate of six (6) Registrations pursuant to a Demand Registration initiated by the Southland Holders, in each case under this subsection 2.2 2.1.1 with respect to any or all Registrable Securities; provided, however, that (i) this limitation shall not apply to any Demand Registration initiated by Cowen Investments which shall be governed by Section 3.6 and (ii) a Registration shall not be counted for such purposes unless a Registration Statement Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Demanding Holders and the Requesting Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1 of this Agreement; provided further, that, notwithstanding any other provision of this Agreement to the contrary, the Initial Holders and EarlyBirdCapital Holders, on the one hand, and the Southland Holders, on the other hand, may each demand not more than two (2) Demand Registrations or Shelf Underwritten Offerings, and the Company shall not be obligated to participate in more than four (4) Demand Registrations or Shelf Underwritten Offerings, in any twelve (12)-month period.

Request for Registration. Subject to the provisions of subsection 2.2.5 Section 2.1(d) and Sections Section 2.4 and 3.4 hereof, at any time and from time to time on or after the date Effective Time, the Closing Date, each of (a) the Initial Holders and EarlyBirdCapital Holders of at least a majority in interest of the then-outstanding number of (i) the Sponsor Registrable Securities held by or (ii) the Initial Holders and EarlyBirdCapital Holders TRA Registrable Securities (in either case, as applicable, the “Initial-EBC Demanding Holders”) and (b) the Southland Holders of at least a majority in interest of the then-outstanding number of Registrable Securities held by the Southland Holders (the “Southland Demanding Holders”), may make a written demand for Registration of all or part of their Registrable Securities, on (i) Form S-1 or (ii) if available, Form S-3, which in the case of either clause (i) or (ii), may be a shelf registration statement filed pursuant to Rule 415 under the Securities Act, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). The Company shall, promptly following within 10 days of the Company’s receipt of a the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”) shall so notify the Company, in writing, within five (5) days after the receipt by the Holder of the notice from the Company. For the avoidance of doubt, to the extent a Requesting Holder also separately possesses Demand Registration rights pursuant to this Section 2.2, but is not the Holder who exercises such Demand Registration rights, the exercise by such Requesting Holder of its rights pursuant to the foregoing sentence shall not count as the exercise by it of one of its Demand Registration rights. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, subject to subsection 2.2.4 below, such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall use its commercially reasonable efforts to file a registration statement on Form S-1 or Form S-3, as applicableeffect, as soon thereafter as practicable, but not more than forty-five (45) 45 days following immediately after the Company’s receipt of the Demand Registration, for the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. The Under no circumstances shall the Company shall not be obligated to effect more than (A) an aggregate of three (3) Registrations pursuant to a Demand Registration initiated made by the Initial Holders and/or EarlyBirdCapital Holders and (B) an aggregate of six (6) Registrations pursuant to a Demand Registration initiated by the Southland Holders, in each case Sponsor Registrable Securities under this subsection 2.2 Section 2.1(a) with respect to any or all of their Registrable Securities; provided, however, Securities; provided that a Registration shall not be counted for such purposes unless a Registration Statement Form F-1 or any similar long-form registration statement that may be available at such time (“Form F-1”) has become effective and all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Demanding Holders and the Requesting Holders in such Form F-1 Registration have been sold, in accordance with Section 3.1 of this Agreement; provided and, provided, further, that, notwithstanding any other provision for purposes of this Agreement to the contraryclarity, the Initial Holders and EarlyBirdCapital Holders, there is no limit on the one hand, and the Southland Holders, on the other hand, may each demand not more than two (2) number of Demand Registrations or Shelf Underwritten Offerings, and that that can be made by the Company shall not be obligated to participate in more than four (4) Demand Registrations or Shelf Underwritten Offerings, in any twelve (12)-month periodHolders of TRA Registrable Securities.

Request for Registration. Subject to the provisions of subsection 2.2.5 2.2.4 and Sections subsection 2.4 hereof and 3.4 hereofprovided that the Company does not have an effective Registration Statement pursuant to subsection 2.1.1 outstanding covering all the Registrable Securities, at any time and from time to time after following the date expiration of the Closing Dateapplicable Lock-Up Period, each of either (a) the Initial Holders and EarlyBirdCapital Existing Holders of at least a majority in interest of the then-outstanding number of Registrable Securities held by the Initial Holders and EarlyBirdCapital Holders (the “Initial-EBC Demanding Existing Holders”) and , (b) the Southland New Holders (other than the Blackstone Holders) of at least a majority in majority-in-interest of the then-outstanding number of Registrable Securities held by the Southland New Holders (other than the Blackstone Holders) or (c) the Blackstone Holders of at least a majority-in-interest of the then-outstanding number of Registrable Securities held by the Blackstone Holders (the “Southland Demanding Holders”), in each case, may make a written demand for Registration of all or part of their Registrable Securities, on (i) Form S-1 or (ii) if available, Form S-3, which in the case of either clause (i) or (ii), may be a shelf registration statement filed pursuant to Rule 415 under the Securities Act, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand demand, a “Demand Registration”). The Company shall, promptly following within ten (10) Business Days of the Company’s receipt of a the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”) shall so notify the Company, in writing, within five (5) days Business Days after the receipt by the Holder of the notice from the Company. For the avoidance of doubt, to the extent a Requesting Holder also separately possesses Demand Registration rights pursuant to this Section 2.2, but is not the Holder who exercises such Demand Registration rights, the exercise by such Requesting Holder of its rights pursuant to the foregoing sentence shall not count as the exercise by it of one of its Demand Registration rights. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, subject to subsection 2.2.4 below, such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall use its commercially reasonable efforts to file a registration statement on Form S-1 or Form S-3, as applicableeffect, as soon thereafter as reasonably practicable, but not more than forty-five (45) days following immediately after the Company’s receipt of the Demand Registration, for the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. The Under no circumstances shall the Company shall not be obligated to effect more than (Ax) an aggregate of two (2) Registrations pursuant to a Demand Registration by the Existing Holders under this subsection 2.2.1, (y) an aggregate of three (3) Registrations pursuant to a Demand Registration initiated with respect to any or all Registrable Securities held by the Initial New Holders and/or EarlyBirdCapital Holders (other than the Blackstone Holders) and (Bz) an aggregate of six two (62) Registrations pursuant to a Demand Registration initiated by the Southland Holders, in each case under this subsection 2.2 with respect to any or all Registrable SecuritiesSecurities held by the Blackstone Holders; provided, however, that a Registration pursuant to a Demand Registration shall not be counted for such purposes unless a Registration Statement that may be available at such time has become effective and all of the Registrable Securities requested by the Requesting Holders and the Demanding Holders to be registered on behalf of the Demanding Requesting Holders and the Requesting Demanding Holders in such Registration Statement (subject to the provisions of subsection 2.2.4) have been sold, in accordance with Section 3.1 of this Agreement; provided further, that, notwithstanding any other provision of this Agreement to the contrary, the Initial Holders and EarlyBirdCapital Holders, on the one hand, and the Southland Holders, on the other hand, may each demand not more than two (2) Demand Registrations or Shelf Underwritten Offerings, and the Company shall not be obligated to participate in more than four (4) Demand Registrations or Shelf Underwritten Offerings, in any twelve (12)-month period.

Request for Registration. Subject to the provisions of subsection 2.2.5 2.1.4 and Sections Section 2.4 and 3.4 hereof, at any time and from time to time on or after the date the Closing DateClosing, each of (a) the Initial Holders and EarlyBirdCapital Holders of at least a majority in interest of the then-outstanding number of Registrable Securities held by the Initial Original Holders and EarlyBirdCapital Holders (the “Initial-EBC Demanding Holders”) and or (b) the Southland Holders of at least a majority in interest of the then-outstanding number of Registrable Securities held by the Southland Additional Holders (in each case, the “Southland Demanding Holders”), ) may make a written demand for Registration of all or part of their Registrable Securities, on (i) Form S-1 or (ii) if available, Form S-3, which in the case of either clause (i) or (ii), may be a shelf registration statement filed pursuant to Rule 415 under the Securities Act, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). The Company Parent shall, promptly following within ten (10) days of the CompanyParent’s receipt of a the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”) shall so notify the CompanyParent, in writing, within five (5) days after the receipt by the Holder of the notice from the Company. For the avoidance of doubt, to the extent a Requesting Holder also separately possesses Demand Registration rights pursuant to this Section 2.2, but is not the Holder who exercises such Demand Registration rights, the exercise by such Requesting Holder of its rights pursuant to the foregoing sentence shall not count as the exercise by it of one of its Demand Registration rightsParent. Upon receipt by the Company Parent of any such written notification from a Requesting Holder(s) to the Company, subject to subsection 2.2.4 below), such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company Parent shall use its commercially reasonable efforts to file a registration statement on Form S-1 or Form S-3, as applicableeffect, as soon thereafter as practicable, but not more later than forty-five (45) days following the Company65th day after the Parent’s receipt of the Demand Registration, for the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. The Company Under no circumstances shall not the Parent be obligated to effect more than (A) an aggregate of three (3) Registrations pursuant to a Demand Registration initiated by the Initial Holders and/or EarlyBirdCapital Holders and (B) an aggregate of six (6) Registrations pursuant to a Demand Registration initiated by the Southland Holders, in each case under this subsection 2.2 2.1.1 with respect to any or all Registrable Securities; provided, however, that a Registration shall not be counted for such purposes unless a Registration Statement Form F-1, or any similar long-form registration statement that may be available at such time (“Form F-1”) has become effective and all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Demanding Holders and the Requesting Holders in such Form F-1 Registration have been sold, in accordance with Section 3.1 of this Agreement; provided further, that, notwithstanding any other provision of this Agreement to the contrary, the Initial Holders and EarlyBirdCapital Holders, on the one hand, and the Southland Holders, on the other hand, may each demand not more than two (2) Demand Registrations or Shelf Underwritten Offerings, and the Company shall not be obligated to participate in more than four (4) Demand Registrations or Shelf Underwritten Offerings, in any twelve (12)-month period.

Request for Registration. Subject to the provisions of subsection 2.2.5 2.1.4, Section 3.5 and Sections 2.4 and 3.4 Section 4.1 hereof, at any time and from time to time on or after the date the Closing DateCompany consummates the transactions contemplated by the Merger Agreement, each of (ai) the Initial Holders and EarlyBirdCapital Holders holders of at least a majority in interest of the then-outstanding number of THL Registrable Securities held by the Initial Holders and EarlyBirdCapital Holders or (the “Initial-EBC Demanding Holders”) and (bii) the Southland Holders holders of at least a majority in interest of the then-outstanding number of IPC Registrable Securities held by (any of the Southland Holders foregoing clause (the i) or (ii), a “Southland Demanding HoldersHolder”), may make a written demand for Registration of all or part of their respective Registrable Securities, on (i) Form S-1 or (ii) if available, Form S-3, which in the case of either clause (i) or (ii), may be a shelf registration statement filed pursuant to Rule 415 under the Securities Act, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). The Company shall, promptly following within five (5) days of the Company’s receipt of a the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”) shall so notify the Company, in writing, within five (5) days after the receipt by the Holder of the notice from the Company. For the avoidance of doubt, to the extent a Requesting Holder also separately possesses Demand Registration rights pursuant to this Section 2.2, 2.1.1 but is not the Holder who exercises exercised such Demand Registration rights, the exercise by such Requesting Holder of its rights pursuant to the foregoing sentence shall not count as the exercise by it of one of its Demand Registration rights. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, subject to subsection 2.2.4 below, such Requesting Holder(s) shall be entitled to have their its Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall use its commercially reasonable efforts to file a registration statement on Form S-1 or Form S-3, as applicableeffect, as soon thereafter as practicable, but not more than forty-five twenty (4520) days following immediately after the Company’s receipt of the Demand Registration, for the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. The Company shall not be obligated Each of (i) the holders of a majority of THL Registrable Securities and (ii) the holders of a majority of IPC Registrable Securities will have the right to effect more than (A) an aggregate of three initiate up to (3) Demand Registrations in a twelve-month period pursuant to a Demand Registration initiated by the Initial Holders and/or EarlyBirdCapital Holders and (B) an aggregate of six (6) Registrations pursuant to a Demand Registration initiated by the Southland Holders, in each case under this subsection 2.2 with respect to any 2.1.1 on behalf of the Holders of THL Registrable Securities or all IPC Registrable Securities, as applicable; provided, however, that a Registration shall not be counted for such purposes unless a the Registration Statement that may be available at such time has become effective and all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Demanding Holders and the Requesting Holders in such Registration have been sold, in accordance with Section 3.1 of this Agreement; provided furtherprovided, further that, notwithstanding the Company will not be required to effect more than one Demand Registration in any consecutive 90-day period. Each Holder agrees that such Holder shall treat as confidential the receipt of the notice of Demand Registration and shall not disclose or use the information contained in such notice of Demand Registration without the prior written consent of the Company until such time as the information contained therein is or becomes available to the public generally, other provision than as a result of disclosure by the Holder in breach of the terms of this Agreement to the contrary, the Initial Holders and EarlyBirdCapital Holders, on the one hand, and the Southland Holders, on the other hand, may each demand not more than two (2) Demand Registrations or Shelf Underwritten Offerings, and the Company shall not be obligated to participate in more than four (4) Demand Registrations or Shelf Underwritten Offerings, in any twelve (12)-month periodAgreement.

Request for Registration. Subject to the provisions of subsection 2.2.5 and Sections 2.4 and 3.4 hereof, at At any time and from time to time on or after the date that is (i) in the Closing case of the Placement Warrants (or underlying Ordinary Shares), after the Company consummates a Business Combination or (ii) in the case of the Initial Shares, three months prior to the Release Date, each of (a) the Initial Holders and EarlyBirdCapital Holders holders of at least a majority in interest one-sixth (1/6) of any of such Placement Warrants (or underlying Ordinary Shares), Initial Shares or other Registrable Securities, as the then-outstanding number of Registrable Securities held by the Initial Holders and EarlyBirdCapital Holders (the “Initial-EBC Demanding Holders”) and (b) the Southland Holders of at least a majority in interest of the then-outstanding number of Registrable Securities held by the Southland Holders (the “Southland Demanding Holders”)case may be, may make a written demand for Registration registration under the Securities Act of all or part of their Placement Warrants (or underlying Ordinary Shares), Initial Shares or other Registrable Securities, on (i) Form S-1 or (ii) if available, Form S-3, which in as the case of either clause (i) or (ii), may be (a shelf registration statement filed pursuant to Rule 415 under “Demand Registration”). Any demand for a Demand Registration shall specify the type and number of Registrable Securities Act, which written demand shall describe the amount and type of securities proposed to be included in such Registration sold and the intended method(s) of distribution thereof (such written demand a “Demand Registration”)thereof. The Company shall, promptly following the Company’s receipt of a Demand Registration, notify, in writing, will notify all other Holders holders of Registrable Securities of the demand within ten (10) days from the date of the receipt of such written demand, and each Holder holder of Registrable Securities who thereafter wishes to include all or a portion of such Holderholder’s Registrable Securities in a Registration pursuant to a the Demand Registration (each such Holder that includes all or a portion holder including shares of such Holder’s Registrable Securities in such Registrationregistration, a “Requesting Demanding Holder”) shall so notify the Company, in writing, Company within five fifteen (515) days after the receipt by the Holder holder of the notice from the Company. For the avoidance of doubt, to the extent a Requesting Holder also separately possesses Demand Registration rights pursuant to this Section 2.2, but is not the Holder who exercises Upon any such Demand Registration rightsrequest, the exercise by such Requesting Holder of its rights pursuant to the foregoing sentence shall not count as the exercise by it of one of its Demand Registration rights. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, subject to subsection 2.2.4 below, such Requesting Holder(s) Demanding Holders shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall use its commercially reasonable efforts to file a registration statement on Form S-1 or Form S-3, as applicable, as soon thereafter as practicable, but not more than forty-five (45) days following the Company’s receipt of the Demand Registration, for Registration of all Registrable Securities requested by subject to Section 2.1.4 and the Demanding Holders and Requesting Holders pursuant to such Demand Registrationprovisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than (A) an aggregate of three two (32) Demand Registrations pursuant under this Section 2.1.1 in respect of all Registrable Securities. Notwithstanding anything herein to the contrary, in the event that the Registrable Securities are saleable under Rule 144 without current public information by non-affiliates of the Company (“144 Eligible Securities”), a holder of 144 Eligible Securities shall not be permitted to make a Demand Registration initiated by the Initial Holders and/or EarlyBirdCapital Holders and (B) an aggregate of six (6) Registrations pursuant to a Demand Registration initiated by the Southland Holders, in each case under this subsection 2.2 with respect to any or all Registrable SecuritiesSection 2.1.1; provided, however, that a to the extent that any holder of 144 Eligible Securities is subject to the volume limitations set forth under Rule 144, then the holder of such 144 Eligible Securities shall be entitled to exercise its Demand Registration shall rights under this Section 2.1.1 with respect to any 144 Eligible Securities that were not be counted for such purposes unless a Registration Statement that may be available at such time has become effective and all of the Registrable Securities requested by the Requesting Holders eligible to be registered on behalf of the Demanding Holders and the Requesting Holders in such Registration have been sold, in accordance with Section 3.1 of this Agreement; provided further, that, notwithstanding any other provision of this Agreement sold under Rule 144 due to the contrary, the Initial Holders and EarlyBirdCapital Holders, on the one hand, and the Southland Holders, on the other hand, may each demand not more than two (2) Demand Registrations or Shelf Underwritten Offerings, and the Company shall not be obligated to participate in more than four (4) Demand Registrations or Shelf Underwritten Offerings, in any twelve (12)-month periodvolume limitations.

Request for Registration. Subject to the provisions of subsection 2.2.5 and Sections 2.1.4, Section 2.4 and 3.4 Article V hereof, at any time and from time to time on or after the date the Closing DateCompany consummates the Business Combination, each of (a) the Initial Holders and EarlyBirdCapital Holders of holding at least a majority in interest of the then-outstanding number of Registrable Securities held by all the Initial Holders and EarlyBirdCapital Holders (such Holders, the “Initial-EBC Demanding Holders”) and (b) the Southland Holders of at least a majority in interest of the then-outstanding number of Registrable Securities held by the Southland Holders (the “Southland Demanding Holders”), may make a written demand for Registration of all or part of their Registrable Securities, on (i) Form S-1 or (ii) if available, Form S-3, which in the case of either clause (i) or (ii), may be a shelf registration statement filed pursuant to Rule 415 under the Securities Act, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). The Company shall, promptly following within ten (10) days of the Company’s receipt of a the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”) shall so notify the Company, in writing, within five (5) days after the receipt by the Holder of the notice from the Company. For the avoidance of doubt, to the extent a Requesting Holder also separately possesses Demand Registration rights pursuant to this Section 2.2, but is not the Holder who exercises such Demand Registration rights, the exercise by such Requesting Holder of its rights pursuant to the foregoing sentence shall not count as the exercise by it of one of its Demand Registration rights. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, subject to subsection 2.2.4 below, such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall use its commercially reasonable efforts to file a registration statement on Form S-1 or Form S-3, as applicableeffect, as soon thereafter as practicable, but not more than forty-forty five (45) days following immediately after the Company’s receipt of the Demand Registration, for the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. The Under no circumstances shall the Company shall not be obligated to effect more than (A) an aggregate of three (3) Registrations pursuant to a Demand Registration initiated by the Initial Holders and/or EarlyBirdCapital Holders and (B) an aggregate of six (6) Registrations pursuant to a Demand Registration initiated by the Southland Holders, in each case under this subsection 2.2 2.1.1 with respect to any or all Registrable Securities; provided, however, that a Registration shall not be counted for such purposes unless a Registration Statement Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Demanding Holders and the Requesting Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1 of this Agreement; provided further, that, notwithstanding any other provision of this Agreement to the contrary, the Initial Holders and EarlyBirdCapital Holders, on the one hand, and the Southland Holders, on the other hand, may each demand not more than two (2) Demand Registrations or Shelf Underwritten Offerings, and the Company shall not be obligated to participate in more than four (4) Demand Registrations or Shelf Underwritten Offerings, in any twelve (12)-month period.

Request for Registration. Subject to the provisions of subsection 2.2.5 and Sections 2.4 and 3.4 hereof, at any time and from time to time on or after the date the Closing Date, each of (a) the Initial Holders and EarlyBirdCapital Gores Holders of at least a majority in interest of the then-outstanding number of Registrable Securities held by the Initial Holders and EarlyBirdCapital Gores Holders (the “Initial-EBC Gores Demanding Holders”) and (b) the Southland Luminar Holders of at least a majority in interest of the then-outstanding number of Registrable Securities held by the Southland Luminar Holders (the “Southland Luminar Holders,” together with the Gores Demanding Holders, the “Demanding Holders”), may make a written demand for Registration of all or part of their Registrable Securities, Securities on (i) Form S-1 or (ii) if available, Form S-3, which in the case of either clause (i) or (ii), may be a shelf registration statement filed pursuant to Rule 415 under the Securities Act, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). The Company shall, promptly following within ten (10) days of the Company’s receipt of the Demand Registration (other than a Demand RegistrationRegistration with respect to any Registrable Securities to be distributed by the Sponsor to its members following the expiration of the Common Stock Lock-up Period or the Private Placement Lock-up Period, as applicable), notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”) shall so notify the Company, in writing, within five (5) days after the receipt by the Holder of the notice from the Company. For the avoidance of doubt, to the extent a Requesting Holder also separately possesses Demand Registration rights pursuant to this Section 2.2, but is not the Holder who exercises such Demand Registration rights, the exercise by such Requesting Holder of its rights pursuant to the foregoing sentence shall not count as the exercise by it of one of its Demand Registration rights. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, subject to subsection 2.2.4 below, such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall use its commercially reasonable efforts to file a registration statement on Form S-1 or Form S-3, as applicableeffect, as soon thereafter as practicable, but not more than forty-forty five (45) days following immediately after the Company’s receipt of the Demand Registration, for the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. The Company shall not be obligated to effect more than (A) an aggregate of three six (36) Registrations pursuant to a Demand Registration initiated by the Initial Holders and/or EarlyBirdCapital Gores Holders and (B) an aggregate of six (6) Registrations pursuant to a Demand Registration initiated by the Southland Luminar Holders, in each case under this subsection 2.2 2.2.1 with respect to any or all Registrable Securities; provided, however, that a Registration shall not be counted for such purposes unless a Registration Statement that may be available at such time has become effective and all of the Registrable Securities requested by the Demanding Holders and the Requesting Holders to be registered on behalf of the Demanding Holders and the Requesting Holders in such Registration have been sold, in accordance with Section 3.1 of this Agreement; provided furtherprovided, that, notwithstanding any other provision further that if after a Demanding Holder executes the maximum number of this Agreement to the contrary, the Initial Holders and EarlyBirdCapital Holders, on the one hand, Demand Registrations permitted hereunder and the Southland Holdersrelated offerings are completed, on such Demanding Holder continues to hold Registrable Securities that would reasonably exceed the other handMinimum Amount if sold in a single public offering, may each demand not more than two such Demanding Holder shall have the right to execute at least one (21) additional Demand Registrations or Shelf Underwritten Offerings, and the Company shall not be obligated to participate in more than four (4) Demand Registrations or Shelf Underwritten Offerings, in any twelve (12)-month periodRegistration.

Request for Registration. Subject to the provisions of subsection 2.2.5 and Sections 2.4 and 3.4 hereofhereof and provided that the Company does not have an effective Registration Statement pursuant to subsection 2.1.1 or subsection 2.1.2 covering Registrable Securities, at any time and from time to time after the date the Closing Date, each of (a) the Initial Holders and EarlyBirdCapital Holders of at least a majority in interest of the then-outstanding number of Registrable Securities held by the Initial Holders and EarlyBirdCapital Holders (the “Initial-EBC Demanding Holders”) Thunder Bridge Sponsor and (b) the Southland Holders of at least a majority in interest of the then-outstanding number of Registrable Securities held by the Southland Holders (the “Southland Demanding Holders”)Monex, may make a written demand for Registration of all or part of their Registrable Securities, Securities on (i) Form S-1 F-1, or such other form of registration statement as is then available to effect a registration for resale of such Registrable Securities, covering such Registrable Securities or (ii) if available, Form S-3F-3, which in the case of either clause (i) or (ii), may be a shelf registration statement filed pursuant to Rule 415 405 under the Securities Act, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). The Company shall, promptly (but in any event within fifteen (15) days following the Company’s receipt of a Demand Registration), notify, in writing, writing all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “DR Requesting Holder”) shall so notify the Company, in writing, within five three (53) business days after the receipt by the Holder of the notice from the Company. For the avoidance of doubt, to the extent a Requesting Holder also separately possesses Demand Registration rights pursuant to this Section 2.2, but is not the Holder who exercises such Demand Registration rights, the exercise by such Requesting Holder of its rights pursuant to the foregoing sentence shall not count as the exercise by it of one of its Demand Registration rights. Upon receipt by the Company of any such written notification from a DR Requesting Holder(s) to the Company, subject to subsection 2.2.4 below, such DR Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall use its commercially reasonable efforts to file a registration statement on Form S-1 or Form S-3, as applicableeffect, as soon thereafter as practicable, but not more than forty-five (45) days following the Company’s receipt of the Demand Registration, for Registration of all Registrable Securities requested by the DR Demanding Holders and DR Requesting Holders pursuant to such Demand Registration. The Company shall not be obligated to effect more than (A) an aggregate of three (3) Registrations pursuant to a Demand Registration or a Shelf Underwritten Offering initiated by the Initial Holders and/or EarlyBirdCapital Holders and (B) an aggregate of six (6) Registrations pursuant to a Demand Registration initiated by the Southland Holders, in each case Sponsor Parties under subsection 2.1.3 or this subsection 2.2 2.2.1 with respect to any or all Registrable Securities; provided, however, that a Registration shall not be counted for such purposes unless a Registration Statement that may be available at such time has become effective and all of the Registrable Securities requested by the DR Demanding Holders and the DR Requesting Holders (or in the case of a Shelf Underwritten Offering, the SUO Demanding Holders and the SUO Requesting Holders) to be registered on behalf of the DR Demanding Holders and the DR Requesting Holders (or in the case of a Shelf Underwritten Offering, the SUO Demanding Holders and the SUO Requesting Holders) in such Registration have been sold, in accordance with Section 3.1 of this Agreement; provided further, that, notwithstanding any other provision of this Agreement to the contrary, the Initial Holders and EarlyBirdCapital Holders, on the one hand, and the Southland Holders, on the other hand, may each demand not more than two (2) Demand Registrations or Shelf Underwritten Offerings, and the Company shall not be obligated to participate in more than four (4) Demand Registrations or Shelf Underwritten Offerings, in any twelve (12)-month period.

Request for Registration. As used in this Agreement, "Restricted Stock" shall mean all shares of Common Stock owned by the Holder as of the date of the consummation of the Initial Public Offering and any shares of Common Stock acquired by the Holder pursuant to the continuing option granted under Section 8 hereof, together with any securities issued or issuable by the Company or any successor thereto with respect to any such Common Stock by way of stock dividend or in connection with a stock split, combination of shares, recapitalization, merger, consolidation, reorganization or otherwise. As to any particular outstanding shares of Restricted Stock, such securities shall cease to be Restricted Stock when (i) a registration statement with respect to the offer and sale of such securities shall have become effective under the Securities Act and such securities shall have been disposed of in accordance with such registration statement, (ii) such securities shall have been distributed to the public pursuant to Rule 144 (or any successor provision) under the Securities Act, (iii) such securities shall have been distributed to the Holder's shareholders in the Distribution, (iv) such securities shall have otherwise become freely distributable by the Holder thereof in a public offering or otherwise without the necessity of registration or qualification of such securities under the Securities Act or any similar state law then in force or compliance with the volume and manner of sale or similar limitations under Rule 144 (or any successor provision) under the Securities Act, (v) such securities shall have ceased to be outstanding, or (vi) the Holder thereof shall agree in writing that such Restricted Stock shall no longer be Restricted Stock. The Holder and any permitted assignee of the Holder's rights hereunder are referred to herein as "Holders" and a Holder selling or distributing Restricted Stock pursuant hereto is referred to herein as a "Selling Holder." Subject to the provisions of subsection 2.2.5 and Sections 2.4 and 3.4 Section 4 hereof, at any time and from time to time after any Holder or Holders holding in the date the Closing Date, each of (a) the Initial Holders and EarlyBirdCapital Holders of at least a majority in interest aggregate 50% or more of the then-outstanding number of Registrable Securities held by the Initial Holders and EarlyBirdCapital Holders (the “Initial-EBC Demanding Holders”) and (b) the Southland Holders of at least a majority in interest shares of the then-Restricted Stock then outstanding number of Registrable Securities held by the Southland Holders (the “Southland Demanding Holders”), may make a written demand request for Registration registration under the Securities Act of all or part of its or their Registrable Securities, on Restricted Stock pursuant to this Section 1 (i) Form S-1 or (ii) if available, Form S-3, which in the case of either clause (i) or (iia "Demand Registration"), may provided that the number of shares of Restricted Stock proposed to be a shelf registration statement filed sold or distributed pursuant to Rule 415 under such registration shall be equal to 20% or more of the Securities Actaggregate number of shares of Restricted Stock then outstanding, which written demand shall describe the amount and type but (if fewer than all outstanding shares of securities Restricted Stock are proposed to be included so sold or distributed) in such Registration no event less than 5% of the initial aggregate number of shares of Restricted Stock (subject to appropriate adjustment for any stock dividend, stock split, combination, recapitalization, merger, consolidation, reorganization or other occurrence affecting the number of shares of Restricted Stock then outstanding). Such request will specify the aggregate number of shares of Restricted Stock proposed to be sold or distributed and will also specify the intended method(s) method of distribution thereof (such written demand a “Demand Registration”)disposition thereof. The Company shall, promptly following the Company’s Within 10 business days after receipt of a Demand Registrationsuch request, notify, in writing, the Company will give written notice of such registration request to all other Holders of Registrable Securities of such demand, Restricted Stock and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”) shall so notify registration all Restricted Stock with respect to which the Company, in writing, Company has received written requests for inclusion therein within five (5) 15 business days after the receipt by date on which such notice is so given. Each such request will also specify the Holder number of the notice from the Company. For the avoidance shares of doubt, to the extent a Requesting Holder also separately possesses Demand Registration rights pursuant to this Section 2.2, but is not the Holder who exercises such Demand Registration rights, the exercise by such Requesting Holder of its rights pursuant to the foregoing sentence shall not count as the exercise by it of one of its Demand Registration rights. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, subject to subsection 2.2.4 below, such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall use its commercially reasonable efforts to file a registration statement on Form S-1 or Form S-3, as applicable, as soon thereafter as practicable, but not more than forty-five (45) days following the Company’s receipt of the Demand Registration, for Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. The Company shall not be obligated to effect more than (A) an aggregate of three (3) Registrations pursuant to a Demand Registration initiated by the Initial Holders and/or EarlyBirdCapital Holders and (B) an aggregate of six (6) Registrations pursuant to a Demand Registration initiated by the Southland Holders, in each case under this subsection 2.2 with respect to any or all Registrable Securities; provided, however, that a Registration shall not be counted for such purposes unless a Registration Statement that may be available at such time has become effective and all of the Registrable Securities requested by the Requesting Holders Restricted Stock to be registered on behalf of the Demanding Holders and the Requesting Holders in such Registration have been sold, in accordance with Section 3.1 intended method of this Agreement; provided further, that, notwithstanding any other provision of this Agreement to the contrary, the Initial Holders and EarlyBirdCapital Holders, on the one hand, and the Southland Holders, on the other hand, may each demand not more than two (2) Demand Registrations or Shelf Underwritten Offerings, and the Company shall not be obligated to participate in more than four (4) Demand Registrations or Shelf Underwritten Offerings, in any twelve (12)-month period.disposition

Request for Registration. Subject to the provisions of subsection 2.2.5 2.1.5 and Sections Section 2.4 hereof and 3.4 hereofprovided that the Company does not have an effective Registration Statement pursuant to subsection 2.1.1 outstanding covering all the Registrable Securities, at any time and from time to time after following the date twelve (12) month anniversary of the Closing Dateconsummation of the Business Combination, each of either (a) the Initial Holders and EarlyBirdCapital Existing Holders of at least a majority in interest of the then-outstanding number of Registrable Securities held by the Initial Holders and EarlyBirdCapital Holders (the “Initial-EBC Demanding Existing Holders”) and , or (b) the Southland New Holders of at least a majority in majority-in-interest of the then-outstanding number of Registrable Securities held by the Southland New Holders (the “Southland Demanding Holders”), in each case, may make a written demand for Registration of all or part of their Registrable Securities, on (i) Form S-1 or (ii) if available, Form S-3, which in the case of either clause (i) or (ii), may be a shelf registration statement filed pursuant to Rule 415 under the Securities Act, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand demand, a “Demand Registration”). The Company shall, promptly following within ten (10) Business Days of the Company’s receipt of a the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”) shall so notify the Company, in writing, within five (5) days Business Days after the receipt by the Holder of the notice from the Company. For the avoidance of doubt, to the extent a Requesting Holder also separately possesses Demand Registration rights pursuant to this Section 2.2, but is not the Holder who exercises such Demand Registration rights, the exercise by such Requesting Holder of its rights pursuant to the foregoing sentence shall not count as the exercise by it of one of its Demand Registration rights. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, subject to subsection 2.2.4 below, such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall use its commercially reasonable efforts to file a registration statement on Form S-1 or Form S-3, as applicableeffect, as soon thereafter as reasonably practicable, but not more than forty-five (45) days following immediately after the Company’s receipt of the Demand Registration, for the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. The Under no circumstances shall the Company shall not be obligated to effect more than (Ax) an aggregate of two (2) Registrations pursuant to a Demand Registration by the Existing Holders under this subsection 2.1.2, and (y) an aggregate of three (3) Registrations pursuant to a Demand Registration initiated by the Initial Holders and/or EarlyBirdCapital Holders and (B) an aggregate of six (6) Registrations pursuant to a Demand Registration initiated by the Southland Holders, in each case under this subsection 2.2 with respect to any or all Registrable SecuritiesSecurities held by the New Holders; provided, however, that a Registration pursuant to a Demand Registration shall not be counted for such purposes unless a Registration Statement that may be available at such time has become effective and all of the Registrable Securities requested by the Requesting Holders and the Demanding Holders to be registered on behalf of the Demanding Requesting Holders and the Requesting Demanding Holders in such Registration Statement (subject to the provisions of subsection 2.1.5) have been sold, in accordance with Section 3.1 of this Agreement; provided further, that, notwithstanding any other provision of this Agreement to the contrary, the Initial Holders and EarlyBirdCapital Holders, on the one hand, and the Southland Holders, on the other hand, may each demand not more than two (2) Demand Registrations or Shelf Underwritten Offerings, and the Company shall not be obligated to participate in more than four (4) Demand Registrations or Shelf Underwritten Offerings, in any twelve (12)-month period.

Request for Registration. Subject to the provisions of subsection 2.2.5 and Sections 2.4 and 3.4 Section 2.1.5 hereof, at any time and from time to time after the date the Closing Date, each Holders of (a) the Initial Holders and EarlyBirdCapital Holders Registrable Securities having an aggregate Market Value of at least a majority in interest of the then-outstanding number of Registrable Securities held by the Initial Holders and EarlyBirdCapital Holders One Hundred Million dollars (the “Initial-EBC Demanding Holders”$100,000,000) and (b) the Southland Holders of at least a majority in interest of the then-outstanding number of Registrable Securities held by the Southland Holders (the “Southland Demanding Holders”), may make a written demand for Registration of all or part of their Registrable Securities, on (i) Form S-1 or (ii) if available, Form S-3, which in the case of either clause (i) or (ii), may be a shelf registration statement filed pursuant to Rule 415 under the Securities Act, which written demand shall describe the amount and type of securities Registrable Securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). The Company Corporation shall, promptly following within ten (10) days of the CompanyCorporation’s receipt of a the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”) shall so notify the CompanyCorporation, in writing, within five (5) days after the receipt by the Holder of the notice from the Company. For the avoidance of doubt, to the extent a Requesting Holder also separately possesses Demand Registration rights pursuant to this Section 2.2, but is not the Holder who exercises such Demand Registration rights, the exercise by such Requesting Holder of its rights pursuant to the foregoing sentence shall not count as the exercise by it of one of its Demand Registration rightsCorporation. Upon receipt by the Company Corporation of any such written notification from a Requesting Holder(s) to the Company, subject to subsection 2.2.4 belowCorporation, such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company Corporation shall use its commercially reasonable efforts to file a registration statement on Form S-1 or Form S-3, as applicableeffect, as soon thereafter as practicable, but not more than forty-five (45) days following immediately after the CompanyCorporation’s receipt of the Demand Registration, for the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. The Company shall not be obligated to effect more than (A) an aggregate of three (3) Registrations pursuant to a Demand Registration initiated by Notwithstanding the Initial Holders and/or EarlyBirdCapital Holders and (B) an aggregate of six (6) Registrations pursuant to a Demand Registration initiated by the Southland Holders, in each case under this subsection 2.2 with respect to any or all Registrable Securities; provided, however, that a Registration shall not be counted for such purposes unless a Registration Statement that may be available at such time has become effective and all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Demanding Holders and the Requesting Holders in such Registration have been sold, in accordance with Section 3.1 of this Agreement; provided further, that, notwithstanding any other provision of this Agreement to the contraryforgoing, the Initial Holders and EarlyBirdCapital Holders, on the one hand, and the Southland Holders, on the other hand, may each demand not make no more than two (2) Demand Registrations or Shelf Underwritten Offerings, in any 365-day period and the Company shall not be obligated to participate in no more than four (4) Demand Registrations or Shelf Underwritten Offerings, in any twelve (12)-month periodduring the term of this Agreement.

Request for Registration. Subject to the provisions of subsection 2.2.5 and Sections 2.4 and 3.4 hereof, at At any time and from time to time after the date the Closing Dateexpiration of a lock-up to which such shares are subject, each of if any, (i) (a) the Initial Holders and EarlyBirdCapital Holders of at least a majority in interest of the then-outstanding number of Registrable Securities held by the Initial Holders and EarlyBirdCapital Holders MIHI LLC (the “Initial-EBC Macquarie Demanding Holders”) and in the case of a Macquarie Demand (as defined below), (b) the Southland Holders Terrapin Founders (the “Terrapin Founders Demanding Holders” and collectively with the Macquarie Demanding Holders, the “Terrapin Demanding Holders”) in the case of at least a majority in Terrapin Founders Demand (as defined below) or (c) a majority-in-interest of the thenTerrapin Demanding Holders in the case of a Terrapin Demand (as defined below) or (ii) a [majority-outstanding number in-interest] of Registrable Securities held by the Southland Holders [Insert Yatra Investors who need Demand Rights] (______________ and collectively with___________________, the “Southland Yatra Demanding Holders”), as the case may be, may make a written demand for Registration under the Securities Act of all or part any portion of their Exchange Shares or Business Combination Shares or other Registrable Securities, as applicable, on (i) Form S-1 F-1 or (ii) any similar long-form Registration or, if then available, on Form S-3, which in the case of either clause (i) or (ii), may be a shelf F-3. Each registration statement filed requested pursuant to Rule 415 under this Section 2.2.1 is referred to herein as a “Demand Registration”. Any demand for a Demand Registration shall specify the number of shares of Registrable Securities Act, which written demand shall describe the amount and type of securities proposed to be included in such Registration sold and the intended method(s) of distribution thereof (such written demand a “Demand Registration”)thereof. The Company shall, promptly following the Company’s receipt of a Demand Registration, notify, in writing, will notify all other Holders Investors that are holders of Registrable Securities of such the demand, and each Holder such holder of Registrable Securities who thereafter wishes to include all or a portion of such Holderholder’s Registrable Securities in a Registration pursuant to a the Demand Registration (each such Holder that includes all or a portion holder including shares of such Holder’s Registrable Securities in such Registrationregistration, a “Requesting Demanding Holder”) shall so notify the Company, in writing, Company within five fifteen (515) days after the receipt by the Holder holder of the notice from the Company. For the avoidance of doubt, to the extent a Requesting Holder also separately possesses Demand Registration rights pursuant to this Section 2.2, but is not the Holder who exercises Upon any such Demand Registration rightsrequest, the exercise by such Requesting Holder of its rights pursuant to the foregoing sentence shall not count as the exercise by it of one of its Demand Registration rights. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, subject to subsection 2.2.4 below, such Requesting Holder(s) Demanding Holders shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall use its commercially reasonable efforts to file a registration statement on Form S-1 or Form S-3, as applicable, as soon thereafter as practicable, but not more than forty-five (45) days following the Company’s receipt of the Demand Registration, for Registration of all Registrable Securities requested by subject to Section 2.2.4 and the Demanding Holders and Requesting Holders pursuant to such Demand Registrationprovisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than (A) an aggregate of (i) one (1) Demand Registration under this Section 2.2.1 in respect of all Registrable Securities held by the Macquarie Demanding Holders (the “Macquarie Demand”), (ii) one (1) Demand Registration under this Section 2.2.1 in respect of all Registrable Securities held by the Terrapin Founders Demanding Holders (the “Terrapin Founders Demand”), (iii) one (1) Demand Registration under this Section 2.2.1 in respect of all Registrable Securities held by Terrapin Demanding Holders (the “Terrapin Demand”) and (iv) three (3) Demand Registrations pursuant to a Demand Registration initiated by the Initial Holders and/or EarlyBirdCapital Holders and (B) an aggregate of six (6) Registrations pursuant to a Demand Registration initiated by the Southland Holders, in each case under this subsection 2.2 with Section 2.2.1 in respect to any or of all Registrable Securities; provided, however, that a Registration shall not be counted for such purposes unless a Registration Statement that may be available at such time has become effective and all of the Registrable Securities requested held by the Requesting Holders to be registered on behalf of the Yatra Demanding Holders and the Requesting Holders in such Registration have been sold, in accordance with Section 3.1 of this Agreement; provided further, that, notwithstanding any other provision of this Agreement to the contrary, the Initial Holders and EarlyBirdCapital Holders, on the one hand, and the Southland Holders, on the other hand, may each demand not more than two (2) Demand Registrations or Shelf Underwritten Offerings, and the Company shall not be obligated to participate in more than four (4) Demand Registrations or Shelf Underwritten Offerings, in any twelve (12)-month period.

Request for Registration. Subject to the provisions of subsection 2.2.5 2.1.4 and Sections Section 2.4 and 3.4 hereof, at any time and from time to time on or after the date the Closing DateCompany consummates the Business Combination, each of (ai) the Initial Holders and EarlyBirdCapital Holders of at least a majority in majority-in-interest of the then-then outstanding number of Registrable Securities held by the Initial Holders and EarlyBirdCapital Holders Stockholders, officers or directors of the Company or their affiliates, or the transferees of the Initial Stockholders, or (ii) Cantor or its designees (the “Initial-EBC Demanding Holders”) and (b) the Southland Holders of at least a majority in interest of the then-outstanding number of Registrable Securities held by the Southland Holders (the “Southland Demanding Holders”), may make a written demand for Registration under the Securities Act of all or part of their Registrable Securities, on (i) Form S-1 or (ii) if available, Form S-3, which in the case of either clause (i) or (ii), may be a shelf registration statement filed pursuant to Rule 415 under the Securities Act, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). The Company shall, promptly following within ten (10) days of the Company’s receipt of a the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”) shall so notify the Company, in writing, within five (5) days Business Days after the receipt by the Holder of the notice from the Company. For the avoidance of doubt, to the extent a Requesting Holder also separately possesses Demand Registration rights pursuant to this Section 2.2, but is not the Holder who exercises such Demand Registration rights, the exercise by such Requesting Holder of its rights pursuant to the foregoing sentence shall not count as the exercise by it of one of its Demand Registration rights. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, subject to subsection 2.2.4 below, such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall use its commercially reasonable efforts to file a registration statement on Form S-1 or Form S-3shall, as applicable, as soon thereafter as practicable, but not more than forty-forty five (45) days following after the Company’s receipt of the Demand Registration, for file a Registration of Statement on Form S-1 or any similar long-form registration statement that may be available at that time (“Form S-1”) with respect to all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such the Demand Registration. The , and shall use its reasonable best efforts to cause such Registration Statement to be declared effective by the Commission as soon as practicable thereafter; provided, however, that the Company may use a Registration Statement on Form S-3 or any successor form thereto if the Company would qualify to use such form within 30 days after the date on which the initial demand request is given and the Company shall not be required to file such Registration Statement until it is so qualified. Under no circumstances shall the Company be obligated to effect more than (A) an aggregate of three (3) Registrations pursuant to a Demand Registration initiated by the Initial Holders and/or EarlyBirdCapital Holders and (B) an aggregate of six (6) Registrations pursuant to a Demand Registration initiated by the Southland Holders, in each case under this subsection 2.2 2.1.1 with respect to any or all Registrable Securities; provided, however, that a including the one (1) Demand Registration shall not be counted for such purposes unless a Registration Statement that may be available at such time has become effective and all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Demanding Holders and the Requesting Holders in such Registration have been sold, in accordance with Section 3.1 of this Agreement; provided further, that, notwithstanding any other provision of this Agreement to the contrary, the Initial Holders and EarlyBirdCapital Holders, on the one hand, and the Southland Holders, on the other hand, may each demand not more than two (2) Demand Registrations or Shelf Underwritten Offerings, and the Company shall not be obligated to participate in more than four (4) Demand Registrations or Shelf Underwritten Offerings, in any twelve (12)-month periodCantor.

Request for Registration. Subject to the provisions of subsection 2.2.5 2.1.4 and Sections Section 2.4 and 3.4 hereof, at any time and from time to time on or after the date the Closing DateSagaliam consummates a Business Combination, each of either (ai) the Initial Holders and EarlyBirdCapital Holders holders of at least a majority in majority-in-interest of the then-outstanding number of Registrable Securities held by the Initial Holders Existing Holders, their affiliates and EarlyBirdCapital Holders transferees, or (the “Initial-EBC Demanding Holders”) and (bii) the Southland Holders holders of at least a majority in majority-in-interest of the then-outstanding number of Registrable Securities held by the Southland Holders New Holders, their affiliates and transferees (the “Southland Demanding Holders”), ) may make a written demand for Registration of all or part of their Registrable Securities, on (i) Form S-1 or (ii) if available, Form S-3, which in the case of either clause (i) or (ii), may be a shelf registration statement filed pursuant to Rule 415 under the Securities Act, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). The Company PubCo shall, promptly following the Companywithin ten (10) days of PubCo’s receipt of a the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”) shall so notify the CompanyPubCo, in writing, within five (5) days after the receipt by the Holder of the notice from the Company. For the avoidance of doubt, to the extent a Requesting Holder also separately possesses Demand Registration rights pursuant to this Section 2.2, but is not the Holder who exercises such Demand Registration rights, the exercise by such Requesting Holder of its rights pursuant to the foregoing sentence shall not count as the exercise by it of one of its Demand Registration rightsPubCo. Upon receipt by the Company PubCo of any such written notification from a Requesting Holder(s) to the Company, subject to subsection 2.2.4 below), such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company PubCo shall use its commercially reasonable efforts to file a registration statement on Form S-1 or Form S-3, as applicable, as soon thereafter as practicable, but not more than forty-five (45) days following the Companyimmediately after PubCo’s receipt of the Demand Registration, for the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. The Company Under no circumstances shall not PubCo be obligated to effect file more than (A) an aggregate of three (3) Registrations pursuant to a Demand Registration initiated by the Initial Holders and/or EarlyBirdCapital Holders and (B) an aggregate of six (6) Registrations pursuant to a Demand Registration initiated by the Southland Holders, in each case under this subsection 2.2 2.1.1 with respect to any or all Registrable Securities; provided, however, that a Registration shall not be counted for such purposes unless a Registration Statement Form F-1 or any similar long-form registration statement that may be available at such time (“Form F-1”) has become effective and all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Demanding Holders and the Requesting Holders in such Form F-1 Registration have been sold, in accordance with Section 3.1 of this Agreement; provided further, that, notwithstanding any other provision of this Agreement to the contrary, the Initial Holders and EarlyBirdCapital Holders, on the one hand, and the Southland Holders, on the other hand, may each demand not more than two (2) Demand Registrations or Shelf Underwritten Offerings, and the Company shall not be obligated to participate in more than four (4) Demand Registrations or Shelf Underwritten Offerings, in any twelve (12)-month period.

Request for Registration. Subject to the provisions of subsection 2.2.5 2.1.4 and Sections Section 2.4 and 3.4 hereof, at any time and from time to time on or after the date the Closing DateCompany consummates the Business Combination, each of (ai) the Initial Holders and EarlyBirdCapital Holders of at least a majority in interest of the then-outstanding number of Registrable Securities held by the Initial Holders and EarlyBirdCapital Holders (ii) Cantor and its designees (the “Initial-EBC Demanding Holders”) and (b) the Southland Holders of at least a majority in interest of the then-outstanding number of Registrable Securities held by the Southland Holders (the “Southland Demanding Holders”), may make a written demand for Registration of all or part of their Registrable Securities, on (i) Form S-1 or (ii) if available, Form S-3, which in the case of either clause (i) or (ii), may be a shelf registration statement filed pursuant to Rule 415 under the Securities Act, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). The Company shall, promptly following within ten (10) days of the Company’s receipt of a the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”) shall so notify the Company, in writing, within five (5) days after the receipt by the Holder of the notice from the Company. For the avoidance of doubt, to the extent a Requesting Holder also separately possesses Demand Registration rights pursuant to this Section 2.2, but is not the Holder who exercises such Demand Registration rights, the exercise by such Requesting Holder of its rights pursuant to the foregoing sentence shall not count as the exercise by it of one of its Demand Registration rights. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, subject to subsection 2.2.4 below, such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall use its commercially reasonable efforts to file a registration statement on Form S-1 or Form S-3, as applicableeffect, as soon thereafter as practicable, but not more than forty-forty five (45) days following immediately after the Company’s receipt of the Demand Registration, for the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. The Under no circumstances shall the Company shall not be obligated to effect more than (A) an aggregate of three (3) Registrations pursuant to a Demand Registration initiated by the Initial Holders and/or EarlyBirdCapital Holders and (B) an aggregate of six (6) Registrations pursuant to a Demand Registration initiated by the Southland Holders, in each case under this subsection 2.2 2.1.1 with respect to any or all Registrable Securities; provided, however, that a Registration shall not be counted for such purposes unless a Registration Statement Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Demanding Holders and the Requesting Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1 of this Agreement; provided further, that, notwithstanding any other provision of this Agreement to the contrary, the Initial Holders and EarlyBirdCapital Holders, on the one hand, and the Southland Holders, on the other hand, may each demand not more than two (2) Demand Registrations or Shelf Underwritten Offerings, and the Company shall not be obligated to participate in more than four (4) Demand Registrations or Shelf Underwritten Offerings, in any twelve (12)-month period.

Request for Registration. Subject to the provisions of subsection 2.2.5 Section 2.1.4 and Sections Section 2.4 and 3.4 hereof, at any time and from time to time on or after the date that the Closing DateCompany consummates a Business Combination, each Xxxxx Fargo Securities, LLC and Xxxxxxx Xxxxx & Company, L.L.C., acting as representatives of the Underwriters (a) solely in such representative capacity, the Initial Holders and EarlyBirdCapital “Representatives”), or the Holders of at least a majority in majority-in-interest of the then-outstanding number of Registrable Securities held by the Initial Holders and EarlyBirdCapital Holders (the Representatives or such Holders, the “Initial-EBC Demanding Holders”) and (b) the Southland Holders of at least a majority in interest of the then-outstanding number of Registrable Securities held by the Southland Holders (the “Southland Demanding Holders”), may make a written demand for Registration under the Securities Act of all or part of their Registrable Securities, on (i) Form S-1 or (ii) if available, Form S-3, which in the case of either clause (i) or (ii), may be a shelf registration statement filed pursuant to Rule 415 under the Securities Act, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand demand, a “Demand Registration”). The Company shall, promptly following within ten (10) days of the Company’s receipt of a the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a the Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”) shall so notify the Company, in writing, within five (5) days after the receipt by the Holder of the notice from the Company. For the avoidance of doubt, to the extent a Requesting Holder also separately possesses Demand Registration rights pursuant to this Section 2.2, but is not the Holder who exercises such Demand Registration rights, the exercise by such Requesting Holder of its rights pursuant to the foregoing sentence shall not count as the exercise by it of one of its Demand Registration rights. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, subject to subsection 2.2.4 belowHolder, such Requesting Holder(s) Holder shall be entitled to have their its Registrable Securities included in a Registration pursuant to a Demand Registration Registration, and the Company shall use its commercially reasonable efforts to file a registration statement on Form S-1 or Form S-3, as applicableeffect, as soon thereafter as practicable, but not more than forty-five (45) days following immediately after the Company’s receipt of the Demand Registration, for the Registration of all Registrable Securities requested by the Demanding Holders and the Requesting Holders pursuant to such Demand Registration. The Under no circumstances shall the Company shall not be obligated to effect more than (A) an aggregate of three two (32) Registrations pursuant to a Demand Registration initiated by the Initial Holders and/or EarlyBirdCapital Holders and under this Section 2.1.1 (B) an aggregate of six (6) Registrations pursuant to a not counting any Demand Registration initiated solely by the Southland HoldersRepresentatives, in each case under this subsection 2.2 with respect which such Demand Registration shall be limited to any or all Registrable Securitiesone pursuant to Section 3.6 (such Demand Registration); provided, however, that a Registration shall not be counted for such purposes unless a Registration Statement Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Demanding Holders and the Requesting Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1 of this Agreement; provided further, that, notwithstanding any other provision of this Agreement to the contrary, the Initial Holders and EarlyBirdCapital Holders, on the one hand, and the Southland Holders, on the other hand, may each demand not more than two (2) Demand Registrations or Shelf Underwritten Offerings, and the Company shall not be obligated to participate in more than four (4) Demand Registrations or Shelf Underwritten Offerings, in any twelve (12)-month period.

Request for Registration. Subject to the provisions of subsection 2.2.5 2.2.4 and Sections Section 2.4 hereof and 3.4 hereofprovided that the Company does not have an effective Registration Statement pursuant to subsection 2.1.1 outstanding covering Registrable Securities, at any time and from time to time after the date the Closing Date, each of (a) the Initial Holders and EarlyBirdCapital Sponsor or (b) the New Holders of at least a majority in majority-in-interest of the then-outstanding number of Registrable Securities held by the Initial Holders and EarlyBirdCapital New Holders (the “Initial-EBC Demanding Holders”) and (b) the Southland Holders of at least a majority in interest of the then-outstanding number of Registrable Securities held by the Southland Holders (the “Southland Demanding Holders”), in each case, may make a written demand for Registration of all or part of their Registrable Securities, on (i) Form S-1 or (ii) if available, Form S-3, which in the case of either clause (i) or (ii), may be a shelf registration statement filed pursuant to Rule 415 under the Securities Act, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). The Company shall, promptly following within five (5) Business Days of the Company’s receipt of a the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demanddemand (the “Company Demand Notice”), and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”) shall so notify the Company, in writing, within five (5) days Business Days after the receipt by the Holder of the notice from the Company. For the avoidance of doubt, to the extent a Requesting Holder also separately possesses Company Demand Registration rights pursuant to this Section 2.2, but is not the Holder who exercises such Demand Registration rights, the exercise by such Requesting Holder of its rights pursuant to the foregoing sentence shall not count as the exercise by it of one of its Demand Registration rightsNotice has been sent. Upon timely receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, subject which to subsection 2.2.4 belowbe deemed timely hereunder shall include all information reasonably requested by the Company from such Requesting Holder(s) with respect to such Registration, such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall use its commercially reasonable best efforts to file a registration statement on Form S-1 or Form S-3, as applicableeffect, as soon thereafter as reasonably practicable, but not more than forty-five (45) days following the Company’s receipt of the Demand Registration, for Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. The Under no circumstances shall the Company shall not be obligated to effect (x) more than (A) an aggregate of three two (32) Registrations pursuant to a Demand Registration initiated by the Initial Holders and/or EarlyBirdCapital Holders Sponsor under this subsection 2.2.1 with respect to any or all Registrable Securities held by the Sponsor and its Permitted Transferees and (By) more than an aggregate of six two (62) Registrations pursuant to a Demand Registration initiated by the Southland Holders, in each case under this subsection 2.2 New Holders with respect to any or all Registrable SecuritiesSecurities held by such New Holders and their Permitted Transferees; provided, however, that a Registration pursuant to a Demand Registration shall not be counted for such purposes unless a Registration Statement registration statement that may be available at such time has become effective and all of the Registrable Securities requested by the Requesting Holders and the Demanding Holders to be registered on behalf of the Demanding Requesting Holders and the Requesting Demanding Holders were included in such Registration have been sold, in accordance with Section 3.1 of this Agreement; provided further, that, notwithstanding any other provision of this Agreement to the contrary, the Initial Holders and EarlyBirdCapital Holders, on the one hand, and the Southland Holders, on the other hand, may each demand not more than two (2) Demand Registrations or Shelf Underwritten Offerings, and the Company shall not be obligated to participate in more than four (4) Demand Registrations or Shelf Underwritten Offerings, in any twelve (12)-month periodregistration statement.

Request for Registration. Subject to the provisions of subsection 2.2.5 Section 2.1.4 and Sections Section 2.4 and 3.4 hereof, at any time and from time to time on or after the date the Closing Date, each of (ai) the Initial Original Holders and EarlyBirdCapital Holders of holding at least a majority 30% in interest of the then-outstanding number of Registrable Securities held by the Initial Holders and EarlyBirdCapital Original Holders (including the Sponsor), (ii) Xxxxxx Holdings, (iii) Xxxxx Xxxxxx Management, and (iv) Xxxxx Xxxxxx (such New Holders or such Original Holders the “Initial-EBC Demanding Holders”) and (b) the Southland Holders of at least a majority in interest of the then-outstanding number of Registrable Securities held by the Southland Holders (the “Southland Demanding Holders”), may each make a written demand for Registration under the Securities Act of all or part of their Registrable Securities, on (i) Form S-1 or (ii) if available, Form S-3, which in the case of either clause (i) or (ii), may be a shelf registration statement filed pursuant to Rule 415 under the Securities Act, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). The Company BAC shall, promptly following the Companywithin ten (10) days of BAC’s receipt of a the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a the Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”) shall so notify the CompanyBAC, in writing, within five ten (510) days after the receipt by the Holder of the notice from the Company. For the avoidance of doubt, to the extent a Requesting Holder also separately possesses Demand Registration rights pursuant to this Section 2.2, but is not the Holder who exercises such Demand Registration rights, the exercise by such Requesting Holder of its rights pursuant to the foregoing sentence shall not count as the exercise by it of one of its Demand Registration rightsBAC. Upon receipt by the Company BAC of any such written notification from a Requesting Holder(s) to the Company, subject to subsection 2.2.4 belowBAC, such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company BAC shall use its commercially reasonable efforts to file a registration statement on Form S-1 or Form S-3, as applicableeffect, as soon thereafter as practicable, but not more than forty-forty five (45) days following the Companyimmediately after BAC’s receipt of the Demand Registration, for the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. The Company Under no circumstances shall not BAC be obligated to effect more than (A) an aggregate of three (3) Demand Registrations pursuant to a this Section 2.1.1, including one Registration Demand Registration initiated by the Initial Holders and/or EarlyBirdCapital Holders Sponsor and (B) an aggregate of six (6) Registrations pursuant to a Demand Registration initiated by the Southland Holderstwo demand registrations for Xxxxxx Holdings, in each case under this subsection 2.2 with respect to any or all Registrable SecuritiesXxxxx Xxxxxx Management and Xxxxx Xxxxxx; provided, however, that an Underwritten Offering pursuant to a Demand Registration shall not be counted for such purposes unless a Registration Statement that may be available at such time has become effective and all of the Registrable Securities requested by the Requesting Demanding Holders to be registered on behalf of the Demanding Holders and the Requesting Holders in such Registration Statement have been sold, in accordance with Section 3.1 of this Agreement; provided further, that, notwithstanding any other provision of this Agreement to the contrary, the Initial Holders and EarlyBirdCapital Holders, on the one hand, and the Southland Holders, on the other hand, may each demand not more than two (2) Demand Registrations or Shelf Underwritten Offerings, and the Company shall not be obligated to participate in more than four (4) Demand Registrations or Shelf Underwritten Offerings, in any twelve (12)-month period.

Request for Registration. Subject to the provisions of subsection 2.2.5 2.1.4 and Sections Section 2.4 and 3.4 hereof, at any time and from time to time on or after the date the Closing DateCompany consummates the Business Combination, each of (a) the Initial Holders and EarlyBirdCapital Holders of at least a majority in interest of the then-then outstanding number of Registrable Securities held owned by the Initial Holders and EarlyBirdCapital Holders either (i) Nomura (the “Initial-EBC Nomura Demanding Holders”) and or (bii) the Southland Holders of at least a majority in interest of the then-outstanding number of Registrable Securities held by the Southland Holders Sponsor (the “Southland Terrapin Demanding Holders” and collectively with the Nomura Demanding Holders, the “Demanding Holders”), ) may make a written demand for Registration under the Securities Act of all or part of their Registrable Securities, on (i) Form S-1 or (ii) if available, Form S-3, which in the case of either clause (i) or (ii), may be a shelf registration statement filed pursuant to Rule 415 under the Securities Act, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). The Company shall, promptly following within ten (10) days of the Company’s receipt of a the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”) shall so notify the Company, in writing, within five (5) days after the receipt by the Holder of the notice from the Company. For the avoidance of doubt, to the extent a Requesting Holder also separately possesses Demand Registration rights pursuant to this Section 2.2, but is not the Holder who exercises such Demand Registration rights, the exercise by such Requesting Holder of its rights pursuant to the foregoing sentence shall not count as the exercise by it of one of its Demand Registration rights. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, subject to subsection 2.2.4 below, such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall use its commercially reasonable efforts to file a registration statement on Form S-1 or Form S-3, as applicableeffect, as soon thereafter as practicable, but not more than forty-forty five (45) days following immediately after the Company’s receipt of the Demand Registration, for the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. The Under no circumstances shall the Company shall not be obligated to effect more than (A) an aggregate of three (3) Registrations for the Terrapin Demanding Holders and two (2) Registrations for the Nomura Demanding Holders pursuant to a Demand Registration initiated by the Initial Holders and/or EarlyBirdCapital Holders and (B) an aggregate of six (6) Registrations pursuant to a Demand Registration initiated by the Southland Holders, in each case under this subsection 2.2 2.1.1 with respect to any or all Registrable Securities; provided, however, that a Registration shall not be counted for such purposes unless a Registration Statement Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Demanding Holders and the Requesting Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1 of this Agreement; provided further, that, notwithstanding any other provision of this Agreement to the contrary, the Initial Holders and EarlyBirdCapital Holders, on the one hand, and the Southland Holders, on the other hand, may each demand not more than two (2) Demand Registrations or Shelf Underwritten Offerings, and the Company shall not be obligated to participate in more than four (4) Demand Registrations or Shelf Underwritten Offerings, in any twelve (12)-month period.

Request for Registration. Subject to the provisions of subsection 2.2.5 and Sections 2.4 and 3.4 hereof, at At any time and from time to time on or after the date the Closing Datehereof, each of (ai) the Initial Holders and EarlyBirdCapital Holders of at least a majority in interest of the then-outstanding number of Registrable Securities held by the Initial Holders and EarlyBirdCapital Holders one or more Investors other than Cathay (the “InitialNon-EBC Demanding HoldersCathay Investors”) holding at least 1,000,000 Registrable Securities in the aggregate (subject to adjustment in the event of a stock split, consolidation or recapitalization) and (bii) the Southland Holders of at least a majority in interest of the then-outstanding number of Registrable Securities held by the Southland Holders (the “Southland Demanding Holders”), Cathay may each make a separate written demand for Registration registration under the Securities Act of all or part (but not less than 500,000, subject to adjustment in the event of a stock split, consolidation or recapitalization) of their respective Registrable Securities, on Securities (i) Form S-1 or (ii) if available, Form S-3, which in a “Demand Registration”). Any such demand for a Demand Registration shall specify the case type and number of either clause (i) or (ii), may be a shelf registration statement filed pursuant to Rule 415 under the shares of Registrable Securities Act, which written demand shall describe the amount and type of securities proposed to be included in such Registration sold and the intended method(s) of distribution thereof thereof. In the event of a demand by one or more Non-Cathay Investors, the Company will notify all other Non-Cathay Investors of the demand within ten (such written demand a “Demand Registration”). The Company shall, promptly following 10) days from the Company’s receipt of a Demand Registration, notify, in writing, all other Holders of Registrable Securities of such the demand, and each Holder of Non-Cathay Investor that holds Registrable Securities who thereafter and wishes to include all or a portion of such Holder’s its Registrable Securities in a Registration pursuant to a the Demand Registration of the Non-Cathay Investors (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such together with the Non-Cathay Investors demanding the Demand Registration, a the “Requesting HolderNon-Cathay Demanding Holders”) shall so notify the Company, in writing, Company within five fifteen (515) days after the receipt by the Holder holder of the notice from the Company. For In the avoidance case of doubta demand by one or more Non-Cathay Investors, each Non-Cathay Demanding Holder shall be referred to as a “Demanding Holder”, and in the extent case of a Requesting Holder also separately possesses demand by Cathay, Cathay shall be referred to as the “Demanding Holder”. Upon such a demand for a Demand Registration rights pursuant to this Section 2.2, but is not the Holder who exercises such Demand Registration rightsRegistration, the exercise by such Requesting Holder of its rights pursuant to the foregoing sentence shall not count as the exercise by it of one of its Demand Registration rights. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, subject to subsection 2.2.4 below, such Requesting Demanding Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall use its commercially reasonable efforts to file a registration statement on Form S-1 or Form S-3, as applicable, as soon thereafter as practicable, but not more than forty-five (45) days following the Company’s receipt of the Demand Registration, for Registration of all Registrable Securities requested by subject to Section 2.1.4 and the Demanding Holders and Requesting Holders pursuant to such Demand Registrationprovisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than (A) an aggregate of three (3) Registrations pursuant to a Demand Registration initiated by the Initial Holders and/or EarlyBirdCapital Holders and (B) an aggregate of six (6) Registrations pursuant to a Demand Registration initiated by the Southland Holders, in each case under this subsection 2.2 with respect to any or all Registrable Securities; provided, however, that a Registration shall not be counted for such purposes unless a Registration Statement that may be available at such time has become effective and all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Demanding Holders and the Requesting Holders in such Registration have been sold, in accordance with Section 3.1 of this Agreement; provided further, that, notwithstanding any other provision of this Agreement to the contrary, the Initial Holders and EarlyBirdCapital Holders, on the one hand, and the Southland Holders, on the other hand, may each demand not more than two (2) Demand Registrations or Shelf Underwritten Offerings, pursuant to clause (i) of the first sentence of this Section 2.1.1 and the Company shall not be obligated to participate in more than four two (42) additional Demand Registrations or Shelf Underwritten Offerings, pursuant to clause (ii) of the first sentence of this Section 2.1.1 in any twelve (12)-month periodrespect of Registrable Securities. Registrable Securities registered under this Section shall remain subject to the transfer restrictions set forth in Section 5.3 of the Merger Agreement.

Request for Registration. Subject to the provisions of subsection 2.2.5 2.1.4 and Sections Section 2.4 and 3.4 hereof, at any time and from time to time on or after the date the Closing DateSPAC consummates a Business Combination, each any of (ai) the Initial Holders and EarlyBirdCapital Holders of at least a majority in majority-in-interest of the then-outstanding number of Registrable Securities held by the Initial Holders Former Sponsor, its affiliates and EarlyBirdCapital Holders transferees, the Sponsor, its affiliates and transferees, (the “Initial-EBC Demanding Holders”) and (bii) the Southland Holders holders of at least a majority in majority-in-interest of the then-outstanding number of Registrable Securities held by the Southland Holders Existing Holders, their affiliates and transferees or (iii) the holders of a majority-in-interest of the Registrable Securities held by the New Holders, their affiliates and transferees (in each case, the “Southland Demanding Holders”), ) may make a written demand for Registration of all or part of their Registrable Securities, on (i) Form S-1 or (ii) if available, Form S-3, which in the case of either clause (i) or (ii), may be a shelf registration statement filed pursuant to Rule 415 under the Securities Act, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). The Company shall, promptly following within ten (10) days of the Company’s receipt of a the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”) shall so notify the Company, in writing, within five (5) days after the receipt by the Holder of the notice from the Company. For the avoidance of doubt, to the extent a Requesting Holder also separately possesses Demand Registration rights pursuant to this Section 2.2, but is not the Holder who exercises such Demand Registration rights, the exercise by such Requesting Holder of its rights pursuant to the foregoing sentence shall not count as the exercise by it of one of its Demand Registration rights. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, subject to subsection 2.2.4 below), such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall use its commercially reasonable efforts to file a registration statement on Form S-1 or Form S-3, as applicablefile, as soon thereafter as practicable, but not more than forty-five thirty (4530) days following immediately after the Company’s receipt of the Demand Registration, for Registration of a Form F-1 or similar long-form registration statement that may be available at such time (“Form F-1”), registering all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. The Company shall use commercially reasonable best efforts to cause the Form F-1 to be declared effective as soon as possible after filing, but no later than the earlier of (a) the sixtieth (60th) calendar day following the filing date thereof (or the ninetieth (90th) calendar day if the Commission notifies the Company that it will “review” the Registration Statement), and (b) the tenth (10th) business day after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Form F-1 will not be “reviewed” or will not be subject to further review, and once effective, to keep the Form F-1 continuously effective under the Securities Act at all times until there are no longer any Registrable Securities. Under no circumstances shall the Company be obligated to effect file more than (A) an aggregate of three four (34) Registrations pursuant to a Demand Registration initiated by the Initial Holders and/or EarlyBirdCapital Holders and (B) an aggregate of six (6) Registrations pursuant to a Demand Registration initiated by the Southland Holders, in each case under this subsection 2.2 2.1.1 with respect to any or all Registrable Securities; provided, however, that a Registration shall not be counted for such purposes unless a Registration Statement that may be available at such time Form F-1 has become effective and all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Demanding Holders and the Requesting Holders in such Form F-1 Registration have been sold, in accordance with Section 3.1 of this Agreement; provided further. For the avoidance of doubt, that, notwithstanding any other provision (a) the holders of this Agreement a majority in interest of the Registrable Securities held by the Existing Holders are permitted to the contrary, the Initial Holders and EarlyBirdCapital Holders, on the one hand, and the Southland Holders, on the other hand, may each demand not more than exercise two (2) Demand Registrations or Shelf Underwritten OfferingsRegistration pursuant to this Section 2.1.1 with respect to their respective Registrable Securities, and (b) the Company shall not be obligated holders of a majority in interest of the Registrable Securities held by the New Holders are permitted to participate in more than four (4) exercise two Demand Registrations or Shelf Underwritten Offerings, in any twelve (12)-month periodpursuant to this Section 2.1.1 with respect to their respective Registrable Securities.

Request for Registration. Subject to the provisions of subsection 2.2.5 and Sections 2.4 and 3.4 hereof, at any time and from time to time after the date the Closing Date, each of (a) the Initial Holders and EarlyBirdCapital Gores Holders of at least a majority in interest of the then-outstanding number of Registrable Securities held by the Initial Holders and EarlyBirdCapital Gores Holders (the “Initial-EBC Gores Demanding Holders”) ), and (b) the Southland Sonder Holders of at least a majority in interest of the then-outstanding number of Registrable Securities held by the Southland Sonder Holders (the “Southland Sonder Demanding Holders,” together with the Gores Demanding Holders, the “Demanding Holders”), may make a written demand for Registration of all or part of their Registrable Securities, on (i) Form S-1 or (ii) if available, Form S-3, which in the case of either clause (i) or (ii), may be a shelf registration statement filed pursuant to Rule 415 under the Securities Act, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). The Company shall, promptly following the Company’s receipt of a Demand Registration, notify, in writing, all other Holders of Registrable Securities (other than (i) a Demand Registration with respect to any Registrable Securities to be distributed by the Sponsor to its members following the expiration of the Founder Shares Lock-up Period or the Private Placement Lock-up Period, as applicable and (ii) Sonder Non-Affiliate Holders in connection with a Demand Registration by the Gores Demanding Holders) of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”) shall so notify the Company, in writing, within five (5) days after the receipt by the Holder of the notice from the Company. In no event will the Sonder Non-Affiliate Holders be entitled to participate in a Demand Registration requested by the Gores Demanding Holders. For the avoidance of doubt, to the extent a Requesting Holder also separately possesses Demand Registration rights pursuant to this Section 2.2, but is not the Holder who exercises such Demand Registration rights, the exercise by such Requesting Holder of its rights pursuant to the foregoing sentence shall not count as the exercise by it of one of its Demand Registration rights. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, subject to subsection 2.2.4 below, such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall use its commercially reasonable efforts to file a registration statement on Form S-1 or Form S-3, as applicableeffect, as soon thereafter as practicable, but not more than forty-five (45) days following the Company’s receipt of the Demand Registration, for Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. The Company shall not be obligated to effect more than (A) an aggregate of three six (36) Registrations pursuant to a Demand Registration initiated by the Initial Holders and/or EarlyBirdCapital Gores Holders and (B) an aggregate of six (6) Registrations pursuant to a Demand Registration initiated by the Southland Sonder Holders, in each case under this subsection 2.2 with respect to any or all Registrable Securities; provided, however, that a Registration shall not be counted for such purposes unless a Registration Statement that may be available at such time has become effective and all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Demanding Holders and the Requesting Holders in such Registration have been sold, in accordance with Section 3.1 of this Agreement; provided further, that, notwithstanding any other provision that if after a Demanding Holder executes the maximum number of this Agreement to the contrary, the Initial Holders and EarlyBirdCapital Holders, on the one hand, Demand Registrations permitted hereunder and the Southland Holdersrelated offerings are completed, on such Demanding Holder continues to hold Registrable Securities that would reasonably exceed the other handMinimum Amount if sold in a single public offering, may each demand not more than two such Demanding Holder shall have the right to execute at least one (21) additional Demand Registrations or Shelf Underwritten Offerings, and the Company shall not be obligated to participate in more than four (4) Demand Registrations or Shelf Underwritten Offerings, in any twelve (12)-month periodRegistration.

Request for Registration. Subject Provided that the Company does not have an effective Registration Statement pursuant to subsection 2.1.1 or subsection 2.1.2 outstanding covering Registrable Securities, the provisions of subsection 2.2.5 and Sections 2.4 and 3.4 hereof, at any time and from time to time after the date the Closing Date, each of (a) the Initial Holders and EarlyBirdCapital New Holders of at least a majority in majority-in-interest of the then-outstanding number of Registrable Securities held by the Initial Holders and EarlyBirdCapital New Holders (the “Initial-EBC Demanding Holders”) and (b) the Southland Holders of at least a majority in interest of the then-outstanding number of Registrable Securities held by the Southland Holders (the “Southland Demanding Holders”), in each case, may make a written demand for Registration of all or part of their Registrable Securities, on (i) Form S-1 or (ii) if available, Form S-3, which in the case of either clause (i) or (ii), may be a shelf registration statement filed pursuant to Rule 415 under the Securities Act, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). The Company shall, promptly following within ten (10) days of the Company’s receipt of a the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”) shall so notify the Company, in writing, within five (5) days after the receipt by the Holder of the notice from the Company. For the avoidance of doubt, to the extent a Requesting Holder also separately possesses Demand Registration rights pursuant to this Section 2.2, but is not the Holder who exercises such Demand Registration rights, the exercise by such Requesting Holder of its rights pursuant to the foregoing sentence shall not count as the exercise by it of one of its Demand Registration rights. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, subject to subsection 2.2.4 below, such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall use its commercially reasonable efforts to file a registration statement on Form S-1 or Form S-3, as applicableeffect, as soon thereafter as practicable, but not more than forty-five sixty (4560) days following immediately after the Company’s receipt of the Demand Registration, for the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. The Under no circumstances shall the Company shall not be obligated to effect more than (A) an aggregate of three (3) Registrations pursuant to a Demand Registration initiated by the Initial New Holders and/or EarlyBirdCapital Holders and (B) an aggregate of six (6) Registrations pursuant to a Demand Registration initiated by the Southland Holders, in each case under this subsection 2.2 2.2.1 with respect to any or all Registrable Securities; providedSecurities held by such New Holders. Notwithstanding the foregoing, however, that a Registration shall not be counted for such purposes unless a Registration Statement that may be available at such time has become effective and all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Demanding Holders and the Requesting Holders in such Registration have been sold, in accordance with Section 3.1 of this Agreement; provided further, that, notwithstanding any other provision of this Agreement to the contrary, the Initial Holders and EarlyBirdCapital Holders, on the one hand, and the Southland Holders, on the other hand, may each demand not more than two (2i) Demand Registrations or Shelf Underwritten Offerings, and the Company shall not be obligated required to participate give effect to a Demand Registration from a Demanding Holder if the Company has registered Registrable Securities pursuant to a Demand Registration from such Demanding Holder in more than four the preceding one hundred and eighty (4180) days, or (ii) the Company’s obligations with respect to any Demand Registrations Registration shall be deemed satisfied so long as the Registration Statement filed pursuant to subsection 2.1.1 or Shelf Underwritten Offerings, in any twelve (12)-month periodsubsection 2.1.2 includes all of such Demanding Holder’s Registrable Securities and is effective.

Request for Registration. Subject to the provisions of subsection 2.2.5 2.1.4 and Sections 2.4 and 3.4 Section 2.3 hereof, at any time and from time provided the Company does not have an effective Registration Statement pursuant to time after Section 2.2 outstanding covering the date the Closing DateRegistrable Securities, each of (a) the Initial Holders and EarlyBirdCapital Existing Holders of at least a majority in interest of the then-outstanding number of Registrable Securities held by the Initial Holders and EarlyBirdCapital Holders (the “Initial-EBC Demanding Existing Holders”) and , or (b) any Holder or Holders in the Southland Holders of at least aggregate meeting the Shelf Threshold (as defined below) (each, a majority in interest of the then-outstanding number of Registrable Securities held by the Southland Holders (“Demanding Holder” and, collectively, the “Southland Demanding Holders”), in each case may make a written demand for Registration of all or part of their Registrable Securities, on (i) Form S-1 or (ii) if available, Form S-3, which in the case of either clause (i) or (ii), may be a shelf registration statement filed pursuant to Rule 415 under the Securities Act, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”); provided that, the Demanding Holders shall not be entitled to submit a Demand Registration to the Company until such time as the Company has failed to comply with Section 2.2 hereof. The Company shall, promptly following within twenty (20) days of the Company’s receipt of a the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”) shall so notify the Company, in writing, within five (5) days Business Days after the receipt by the Holder of the notice from the Company. For the avoidance of doubt, to the extent a Requesting Holder also separately possesses Demand Registration rights pursuant to this Section 2.2, but is not the Holder who exercises such Demand Registration rights, the exercise by such Requesting Holder of its rights pursuant to the foregoing sentence shall not count as the exercise by it of one of its Demand Registration rights. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, subject to subsection 2.2.4 below, such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall use its commercially reasonable efforts to file a registration statement on Form S-1 or Form S-3, as applicablefile, as soon thereafter as practicable, but not more than forty-five sixty (4560) days following immediately after the Company’s receipt of the Demand Registration, for a Registration of Statement on Form S-3 or, if Form S-3 is not then available to the Company, a Registration Statement on Form S-1 covering all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand RegistrationRegistration and shall use reasonable best efforts to cause such Registration Statement to become effective as promptly as practicable after filing. The Under no circumstances shall the Company shall not be obligated to effect more than (A) an aggregate of three (3) Registrations pursuant to a Demand Registration initiated by the Initial Holders and/or EarlyBirdCapital Holders and (B) an aggregate of six (6) Registrations pursuant to a Demand Registration initiated by the Southland Holders, in each case under this subsection 2.2 2.1.1 with respect to any or all of the Registrable Securities; provided, however, (i) that in no event shall the Existing Holders be entitled to fewer than one (1) Demand Registration (such registration an “Existing Holder Demand Registration”); (ii) a Registration shall not be counted for such purposes unless a Registration Statement on Form S-1 or any similar long-form registration statement that may be available at such time has become effective and all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Demanding Holders and the Requesting Holders in such Registration Statement on Form S-1 have been sold, in accordance with Section 3.1 of this Agreement; provided further, that, notwithstanding any other provision of this Agreement to the contrary, the Initial Holders and EarlyBirdCapital Holders, on the one hand, and the Southland Holders, on the other hand, may each demand not more than two (2iii) Demand Registrations or an Underwritten Shelf Underwritten Offerings, and the Company Takedown shall not be obligated to participate in more than four (4) count as a Demand Registrations or Shelf Underwritten Offerings, in any twelve (12)-month periodRegistration.

Request for Registration. Subject to the provisions of subsection 2.2.5 2.1.4 and Sections Section 2.4 and 3.4 hereof, at any time and from time to time after the date the Closing Date, each of (a) the Initial Holders and EarlyBirdCapital Existing Holders of at least a majority in majority-in-interest of then then-outstanding number of Registrable Securities held by the Existing Holders, (b) the New Holders of at least a majority-in-interest of the then-outstanding number of Registrable Securities held by the Initial Holders and EarlyBirdCapital Holders New Holders, or (c) the Savanna New Holder, (the “Initial-EBC "Demanding Holders”) and (b) the Southland Holders of at least a majority "), in interest of the then-outstanding number of Registrable Securities held by the Southland Holders (the “Southland Demanding Holders”)each case, may make a written demand for Registration of all or a part of their Registrable Securities, on (i) Form S-1 or (ii) if available, Form S-3, which in the case of either clause (i) or (ii), may be a shelf registration statement filed pursuant to Rule 415 under the Securities Act, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “"Demand Registration”"); provided that no Holder (other than the Savanna New Holder) may make a Demand Registration during the period starting on the date hereof and ending on the date six months after the date hereof (the "Savanna New Holder Exclusivity Period"). The Company shall, promptly following within ten (10) days of the Company’s 's receipt of a the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s 's Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s 's Registrable Securities in such Registration, a “"Requesting Holder”") shall so notify the Company, in writing, within five (5) days after the receipt by the Holder of the notice from the Company. For ; provided, that during the avoidance Savanna New Holder Exclusivity Period, no Holder other than the Savanna New Holder shall have the right to include any portion of doubt, to the extent such Holder's Registrable Securities in a Requesting Holder also separately possesses Demand Registration rights pursuant to this Section 2.2, but is not the Holder who exercises such Demand Registration rights, the exercise by such Requesting Holder of its rights pursuant to the foregoing sentence shall not count as the exercise by it of one of its Demand Registration rightsRegistration. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, subject to subsection 2.2.4 below, such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall use its commercially reasonable efforts to file a registration statement on Form S-1 or Form S-3, as applicableeffect, as soon thereafter as practicable, but not more than forty-forty five (45) days following immediately after the Company’s 's receipt of the Demand Registration, for the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. The Under no circumstances shall the Company shall not be obligated to effect more than (Ax) an aggregate of three (3) Registrations pursuant to a Demand Registration initiated by the Initial Existing Holders and/or EarlyBirdCapital under this subsection 2.1.1 with respect to any or all Registrable Securities held by such Existing Holders and (By) an aggregate of six three (63) Registrations pursuant to a Demand Registration initiated by the Southland Holders, in each case New Holders under this subsection 2.2 2.1.1 with respect to any or all Registrable SecuritiesSecurities held by such New Holders; provided, however, that a Registration shall not be counted for such purposes unless a Registration Statement Form S-1 or any similar long-form registration statement that may be available at such time ("Form S-1") has become effective and all of the Registrable Securities requested by the Demanding Holders and the Requesting Holders to be registered on behalf of the Demanding Holders and the Requesting Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1 of this Agreement; provided further3.1. Notwithstanding the foregoing, that, notwithstanding any other provision of this Agreement to the contrary, the Initial Holders and EarlyBirdCapital Holders, on the one hand, and the Southland Holders, on the other hand, may each demand not more than two (2) Demand Registrations or Shelf Underwritten Offerings, and the Company shall not be obligated required to participate give effect to a Demand Registration from a Demanding Holder if the Company has registered Registrable Securities pursuant to a Demand Registration from such Demanding Holder (except if such Demanding Holder is the Savanna New Holder) in more than four the preceding one-hundred and fifty (4150) Demand Registrations or Shelf Underwritten Offerings, in any twelve (12)-month perioddays.

Request for Registration. Subject to the provisions of subsection 2.2.5 2.1.4 and Sections Section 2.4 and 3.4 hereof, at any time and from time to time on or after the date the Closing DateCompany consummates the Business Combination, each of (a) the Initial Holders and EarlyBirdCapital Holders of at least a majority in interest Majority-in-Interest of the then-outstanding number of Registrable Securities held by the Initial Holders and EarlyBirdCapital Holders (the “Initial-EBC Demanding Holders”) and (b) the Southland Holders of at least a majority in interest of the then-outstanding number of Registrable Securities held by the Southland Holders (the “Southland Demanding Holders”), may make a written demand for Registration under the Securities Act of all or part of their Registrable Securities, on (i) Form S-1 or (ii) if available, Form S-3, which in the case of either clause (i) or (ii), may be a shelf registration statement filed pursuant to Rule 415 under the Securities Act, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). The Company shall, promptly following within ten (10) days of the Company’s receipt of a the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”) shall so notify the Company, in writing, within five (5) days after the receipt by the Holder of the notice from the Company. For the avoidance of doubt, to the extent a Requesting Holder also separately possesses Demand Registration rights pursuant to this Section 2.2, but is not the Holder who exercises such Demand Registration rights, the exercise by such Requesting Holder of its rights pursuant to the foregoing sentence shall not count as the exercise by it of one of its Demand Registration rights. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, subject to subsection 2.2.4 below, such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall use its commercially reasonable efforts to file a registration statement on Form S-1 or Form S-3, as applicableeffect, as soon thereafter as practicable, but not more than forty-forty five (45) days following immediately after the Company’s receipt of the Demand Registration, for the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. The Under no circumstances shall the Company shall not be obligated to effect more than (A) an aggregate of three (3) Registrations pursuant to a Demand Registration initiated by the Initial Holders and/or EarlyBirdCapital Holders and (B) an aggregate of six (6) Registrations pursuant to a Demand Registration initiated by the Southland Holders, in each case under this subsection 2.2 2.1.1 with respect to any or all Registrable Securities; provided, however, that a Registration shall not be counted for such purposes unless a Registration Statement Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Demanding Holders and the Requesting Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1 of this Agreement; provided further, that, notwithstanding any other provision of this Agreement to the contrary, the Initial Holders and EarlyBirdCapital Holders, on the one hand, and the Southland Holders, on the other hand, may each demand not more than two (2) Demand Registrations or Shelf Underwritten Offerings, and the Company shall not be obligated to participate in more than four (4) Demand Registrations or Shelf Underwritten Offerings, in any twelve (12)-month period.

Request for Registration. (a) Subject to the provisions conditions of subsection 2.2.5 and Sections 2.4 and 3.4 hereofthis Section 1.2, if the Company shall receive at any time and from time to time after the earlier of (i) five (5) years after the date of the Closing Date, each Purchase Agreement or (ii) six (6) months after the effective date of (a) the Initial Offering, a written request from the Holders and EarlyBirdCapital Holders of a majority of the Registrable Securities then outstanding (for purposes of this Section 1.2, the “Initiating Holders”) that the Company file a registration statement under the Act covering the registration of at least a majority in interest of the then-outstanding number of Registrable Securities held then outstanding (or a lesser percent if the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $7,500,000), then the Company shall, within twenty (20) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 1.2, use all commercially reasonable efforts to effect, as soon as practicable, the registration under the Act of all Registrable Securities that the Holders request to be registered in a written request received by the Initial Holders and EarlyBirdCapital Holders Company within twenty (20) days of the “Initial-EBC Demanding Holders”) and mailing of the Company’s notice pursuant to this Section 1.2(a). (b) If the Southland Initiating Holders of at least a majority in interest of intend to distribute the then-outstanding number of Registrable Securities held covered by their request by means of an underwriting, they shall so advise the Southland Holders (the “Southland Demanding Holders”), may make Company as a written demand for Registration of all or part of their Registrable Securitiesrequest made pursuant to this Section 1.2, on (i) Form S-1 or (ii) if available, Form S-3, which and the Company shall include such information in the case written notice referred to in Section 1.2(a). In such event the right of either clause (i) or (ii), may be a shelf registration statement filed pursuant any Holder to Rule 415 under the include its Registrable Securities Act, which written demand shall describe the amount and type of securities to be included in such Registration registration shall be conditioned upon such Holder’s participation in such underwriting and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). The Company shall, promptly following the Company’s receipt of a Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion majority in interest of the Initiating Holders and such Holder’s Registrable Securities in such Registration, a “Requesting Holder”) shall so notify the Company, in writing, within five (5) days after the receipt by the Holder of the notice from the Company. For the avoidance of doubt, to the extent a Requesting Holder also separately possesses Demand Registration rights pursuant provided herein. All Holders proposing to this Section 2.2, but is not distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the Holder who exercises such Demand Registration rights, the exercise by such Requesting Holder of its rights pursuant to the foregoing sentence shall not count as the exercise by it of one of its Demand Registration rights. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, subject to subsection 2.2.4 below, such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall use its commercially reasonable efforts to file a registration statement on Form S-1 underwriter or Form S-3, as applicable, as soon thereafter as practicable, but not more than forty-five (45) days following the Company’s receipt of the Demand Registration, for Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. The Company shall not be obligated to effect more than (A) an aggregate of three (3) Registrations pursuant to a Demand Registration initiated by the Initial Holders and/or EarlyBirdCapital Holders and (B) an aggregate of six (6) Registrations pursuant to a Demand Registration initiated by the Southland Holders, in each case under this subsection 2.2 with respect to any or all Registrable Securities; provided, however, that a Registration shall not be counted underwriters selected for such purposes unless underwriting by those Initiating Holders holding a Registration Statement that may be available at such time has become effective and all majority of the Registrable Securities requested held by all Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Requesting Holders to be registered on behalf of the Demanding Holders and the Requesting Holders in such Registration have been sold, in accordance with Section 3.1 of this Agreement; provided further, that, notwithstanding Company). Notwithstanding any other provision of 3 this Agreement to Section 1.2, if the contrary, underwriter advises the Initial Holders and EarlyBirdCapital Holders, Company that marketing factors require a limitation on the one handnumber of securities underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the Southland Holders, number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities pro rata based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). In no event shall any Registrable Securities be excluded from such underwriting unless all other handsecurities are first excluded. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (c) Notwithstanding the foregoing, may each demand not more than two (2) Demand Registrations or Shelf Underwritten Offerings, and the Company shall not be obligated required to participate effect a registration pursuant to this Section 1.2: (i) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Act; (ii) after the Company has effected two (2) registrations pursuant to this Section 1.2, and such registrations have been declared or ordered effective; (iii) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of and ending on a date one hundred eighty (180) days following the effective date of a Company-initiated registration subject to Section 1.3 below, provided that the Company is actively employing in good faith all commercially reasonable efforts to cause such registration statement to become effective; (iv) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 1.4 hereof; or (v) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board of Directors stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than four ninety (490) Demand Registrations or Shelf Underwritten Offeringsdays after receipt of the request of the Initiating Holders, provided that such right shall be exercised by the Company not more than once in any twelve (12)-month period.12) month period and provided further that the Company shall not register any securities for the account of itself or any other stockholder during such ninety (90) day period (other than a registration relating solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered). 1.3

Request for Registration. Subject to the provisions of subsection 2.2.5 subsections 2.1.4 , 2.1.6 and Sections Section 2.4 and 3.4 hereof, at any time and from time to time after time, either (i) one or more Holders (other than the date the Closing DateSponsor, each October 3rd or either of their affiliates or transferees), (aii) the Initial Holders and EarlyBirdCapital Holders Sponsor or its affiliates or transferees, or (iii) October 3rd or its affiliates or transferees in either case of at least a majority in interest of the then-outstanding number of clause (i), (ii), or (iii) representing Registrable Securities held by with a total offering price reasonably expected to exceed, in the Initial Holders and EarlyBirdCapital Holders (aggregate, the “Initial-EBC Demanding Holders”) and (b) the Southland Holders of at least a majority in interest of the then-outstanding number of Registrable Securities held by the Southland Holders (the “Southland Demanding Holders”), Minimum Demand Threshold may make a written demand for Registration under the Securities Act of all or part of their Registrable Securities, on (i) Form S-1 or (ii) if available, Form S-3, which in the case of either clause (i) or (ii), may be a shelf registration statement filed pursuant to Rule 415 under the Securities Act, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration” and such persons making such written demand, the “Demanding Holders”). The Company shall, promptly following within five (5) days of the Company’s receipt of a the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”) shall so notify the Company, in writing, within five three (53) days Business Days after the receipt by the Holder of the notice from the Company. For the avoidance of doubt, to the extent a Requesting Holder also separately possesses Demand Registration rights pursuant to this Section 2.2, but is not the Holder who exercises such Demand Registration rights, the exercise by such Requesting Holder of its rights pursuant to the foregoing sentence shall not count as the exercise by it of one of its Demand Registration rights. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, subject to subsection 2.2.4 below, such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall use its commercially reasonable efforts to file a registration statement on Form S-1 or Form S-3, as applicableeffect, as soon thereafter as practicable, but not more than forty-forty five (45) days following immediately after the Company’s receipt of the Demand Registration, for the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. The Under no circumstances shall the Company shall not be obligated to effect more than (A) an aggregate (x) of three (3) Registrations pursuant to a Demand Registration initiated by one or more Holders (other than the Initial Holders and/or EarlyBirdCapital Holders and Sponsor, October 3rd or either of their affiliates or transferees), (By) an aggregate of six two (62) Registrations pursuant to a Demand Registration initiated by the Southland HoldersSponsor or its affiliates or transferees and (z) of two (2) Registrations pursuant to a Demand Registration initiated by October 3rd or its affiliates or transferees, in each case under this subsection 2.2 2.1.1 with respect to any or all Registrable Securities; provided, however, that a Registration shall not be counted for such purposes unless a Registration Statement Form S-1 or any similar long-form registration statement that may be available at such time has become effective and all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Demanding Holders and the Requesting Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1 of this Agreement; provided provided, further, thatthat an Underwritten Shelf Takedown shall not count as a Demand Registration; provided, notwithstanding any other provision further, that an Underwritten Shelf Takedown shall not count as a Demand Registration. For the avoidance of this Agreement to doubt, each of (i) the contrary, Holders of a majority-in-interest of the Initial Holders and EarlyBirdCapital Registrable Securities held by the Holders, on (ii) the one hand, Sponsor and the Southland Holders, on the other hand, may each demand not more than two (2iii) October 3rd shall be permitted to exercise a Demand Registrations or Shelf Underwritten Offerings, and the Company shall not be obligated Registration pursuant to participate in more than four (4) Demand Registrations or Shelf Underwritten Offerings, in any twelve (12)-month periodthis subsection 2.1.1 with respect to their Registrable Securities.

Request for Registration. Subject to the provisions of subsection 2.2.5 2.1.4 and Sections Section 2.4 and 3.4 hereof, at any time and from time to time on or after the date expiration of the Closing Datelock-up to which such shares are subject, each of (a) if any, the Initial Holders and EarlyBirdCapital Holders of at least a majority in interest of the then-outstanding number of Registrable Securities held by the Initial Holders and EarlyBirdCapital Holders (the “Initial-EBC Demanding Holders”) and (b) the Southland Holders of at least a majority in interest of the then-outstanding number of Registrable Securities held by the Southland Holders (the “Southland Demanding Holders”), may make a written demand for Registration of all or part of their Registrable Securities, on (i) Form S-1 or (ii) if available, Form S-3, which in the case of either clause (i) or (ii), may be a shelf registration statement filed pursuant to Rule 415 under the Securities Act, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). The Company shall, promptly following within ten (10) days of the Company’s receipt of a the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”) shall so notify the Company, in writing, within five fifteen (515) days after the receipt by the Holder of the notice from the Company. For the avoidance of doubt, to the extent a Requesting Holder also separately possesses Demand Registration rights pursuant to this Section 2.2, but is not the Holder who exercises such Demand Registration rights, the exercise by such Requesting Holder of its rights pursuant to the foregoing sentence shall not count as the exercise by it of one of its Demand Registration rights. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, subject to subsection 2.2.4 below, such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall use its commercially reasonable efforts to file a registration statement on Form S-1 or Form S-3, as applicableeffect, as soon thereafter as practicable, but not more than forty-five (45) days following immediately after the Company’s receipt of the Demand Registration, for the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration, subject to Section 2.1.4 and Section 2.4. The Under no circumstances shall the Company shall not be obligated to effect more than (A) an aggregate of three (3) Registrations pursuant to a Demand Registration initiated by the Initial Holders and/or EarlyBirdCapital Holders and (B) an aggregate of six (6) Registrations pursuant to a Demand Registration initiated by the Southland Holders, in each case under this subsection 2.2 2.1.1 with respect to any or all Registrable Securities; provided, however, that a Registration shall not be counted for such purposes unless a Registration Statement Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-I”) has become effective and all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Demanding Holders and the Requesting Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1 of this Agreement; provided further, that, notwithstanding any other provision of this Agreement to the contrary, the Initial Holders and EarlyBirdCapital Holders, on the one hand, and the Southland Holders, on the other hand, may each demand not more than two (2) Demand Registrations or Shelf Underwritten Offerings, and the Company shall not be obligated to participate in more than four (4) Demand Registrations or Shelf Underwritten Offerings, in any twelve (12)-month period.

Request for Registration. Subject to the provisions of subsection 2.2.5 2.1.4 and Sections Section 2.4 and 3.4 hereof, at any time and from time to time on or after the date the Closing DateCompany consummates the initial Business Combination, each of (ai) the Initial Holders and EarlyBirdCapital Holders of at least a majority in interest of the then-outstanding number of Registrable Securities held by the Initial Holders and EarlyBirdCapital Holders Securities, or (ii) BTIG (the “Initial-EBC Demanding Holders”) and (b) the Southland Holders of at least a majority in interest of the then-outstanding number of Registrable Securities held by the Southland Holders (the “Southland Demanding Holders”), may make a written demand for Registration of all or part of their Registrable Securities, on (i) Form S-1 or (ii) if available, Form S-3, which in the case of either clause (i) or (ii), may be a shelf registration statement filed pursuant to Rule 415 under the Securities Act, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand demand, a “Demand Registration”). The Company shall, promptly following within five business days of the Company’s receipt of a the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”) shall so notify the Company, in writing, within five (5) three business days after the receipt by the Holder of the notice from the Company. For the avoidance of doubt, to the extent a Requesting Holder also separately possesses Demand Registration rights pursuant to this Section 2.2, but is not the Holder who exercises such Demand Registration rights, the exercise by such Requesting Holder of its rights pursuant to the foregoing sentence shall not count as the exercise by it of one of its Demand Registration rights. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, subject to subsection 2.2.4 below, such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall use its commercially reasonable efforts to file a registration statement on Form S-1 or Form S-3, as applicableeffect, as soon thereafter as practicable, but not more than forty-five (45) 45 days following immediately after the Company’s receipt of the Demand Registration, for the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. The Under no circumstances shall the Company shall not be obligated to effect more than (A) an aggregate of three (3) Registrations pursuant to a Demand Registration initiated by the Initial Holders and/or EarlyBirdCapital Holders and (B) an aggregate of six (6) Registrations pursuant to a Demand Registration initiated by the Southland Holders, in each case under this subsection 2.2 2.1.1 with respect to any or all Registrable Securities, including one Demand Registration on behalf of BTIG and its designees; provided, however, that a Registration shall not be counted for such purposes unless a Registration Statement Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Demanding Holders and the Requesting Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1 of this Agreement; provided further, that, notwithstanding any other provision of this Agreement to the contrary, the Initial Holders and EarlyBirdCapital Holders, on the one hand, and the Southland Holders, on the other hand, may each demand not more than two (2) Demand Registrations or Shelf Underwritten Offerings, and the Company shall not be obligated to participate in more than four (4) Demand Registrations or Shelf Underwritten Offerings, in any twelve (12)-month period.

Request for Registration. Subject to the provisions of subsection 2.2.5 2.1.4 and Sections Section 2.4 and 3.4 hereof, at any time and from time to time on or after the date the Closing DateCompany consummates the Business Combination, each of (ai) the Initial Holders and EarlyBirdCapital Holders of at least a majority in majority-in-interest of the then-then outstanding number of Registrable Securities held by the Sponsor, the Initial Holders and EarlyBirdCapital Holders Stockholders, officers or directors of the Company or their affiliates, or the transferees of the Initial Stockholders foregoing, or (ii) Cantor or its designees (the “Initial-EBC Demanding Holders”) and (b) the Southland Holders of at least a majority in interest of the then-outstanding number of Registrable Securities held by the Southland Holders (the “Southland Demanding Holders”), may make a written demand for Registration under the Securities Act of all or part of their Registrable Securities, on (i) Form S-1 or (ii) if available, Form S-3, which in the case of either clause (i) or (ii), may be a shelf registration statement filed pursuant to Rule 415 under the Securities Act, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). The Company shall, promptly following within ten (10) days of the Company’s receipt of a the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”) shall so notify the Company, in writing, within five (5) days Business Days after the receipt by the Holder of the notice from the Company. For the avoidance of doubt, to the extent a Requesting Holder also separately possesses Demand Registration rights pursuant to this Section 2.2, but is not the Holder who exercises such Demand Registration rights, the exercise by such Requesting Holder of its rights pursuant to the foregoing sentence shall not count as the exercise by it of one of its Demand Registration rights. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, subject to subsection 2.2.4 below, such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall use its commercially reasonable efforts to file a registration statement on Form S-1 or Form S-3shall, as applicable, as soon thereafter as practicable, but not more than forty-forty five (45) days following after the Company’s receipt of the Demand Registration, for file a Registration of Statement on Form S-1 or any similar long-form registration statement that may be available at that time (“Form S-1”) with respect to all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such the Demand Registration. The , and shall use its reasonable best efforts to cause such Registration Statement to be declared effective by the Commission as soon as practicable thereafter; provided, however, that the Company may use a Registration Statement on Form S-3 or any successor form thereto if the Company would qualify to use such form within 30 days after the date on which the initial demand request is given and the Company shall not be required to file such Registration Statement until it is so qualified. Under no circumstances shall the Company be obligated to effect more than (A) an aggregate of three (3) Registrations pursuant to a Demand Registration initiated by the Initial Holders and/or EarlyBirdCapital Holders and (B) an aggregate of six (6) Registrations pursuant to a Demand Registration initiated by the Southland Holders, in each case under this subsection 2.2 2.1.1 with respect to any or all Registrable Securities, including the one (1) Demand Registration on behalf of Cantor; provided, however, that a Registration shall not be counted for such purposes unless a Registration Statement that may be available at such time has become effective and all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Demanding Holders and the Requesting Holders in such Demand Registration have been sold, sold in accordance with Section 3.1 of this Agreement; provided further, that, notwithstanding any other provision of this Agreement to the contrary, the Initial Holders and EarlyBirdCapital Holders, on the one hand, and the Southland Holders, on the other hand, may each demand not more than two (2) Demand Registrations or Shelf Underwritten Offerings, and the Company shall not be obligated to participate in more than four (4) Demand Registrations or Shelf Underwritten Offerings, in any twelve (12)-month period.

Request for Registration. Subject to the provisions terms hereof and terms of subsection 2.2.5 and Sections 2.4 and 3.4 hereofthe Registrable Securities, at any time and from time to time on or after the date the Closing DateCompany consummates the Business Combination, each of (a) the Initial Holders and EarlyBirdCapital Holders of at least a majority in interest of the then-then outstanding number of Registrable Securities held by the Initial Holders and EarlyBirdCapital Holders (the “Initial-EBC Demanding Majority Holders”) and (b) the Southland Holders of at least a majority in interest of the then-outstanding number of Registrable Securities held by the Southland Holders (the “Southland Demanding Holders”), may make a written demand for Registration under the Securities Act of all or part of their its Registrable Securities, on (i) Form S-1 or (ii) if available, Form S-3, which in the case of either clause (i) or (ii), may be a shelf registration statement filed pursuant to Rule 415 under the Securities Act, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof thereof, and the amount; provided that no such demand may be initiated (i) unless the aggregate value of the Registrable Securities to be offered in such offering is at least $50 million, (such written demand a “Demand Registration”) or (ii) during the pendency of a Shelf Suspension (as defined below). The Company shall, promptly following the Company’s receipt of a Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes Subject to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration clause (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”e) shall so notify the Company, in writing, within five (5) days after the receipt by the Holder of the notice from the Company. For the avoidance of doubt, to the extent a Requesting Holder also separately possesses Demand Registration rights pursuant to this Section 2.2, but is not the Holder who exercises such Demand Registration rights, the exercise by such Requesting Holder of its rights pursuant to the foregoing sentence shall not count as the exercise by it of one of its Demand Registration rights. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, subject to subsection 2.2.4 below, such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall use its commercially reasonable efforts to file a registration statement on Form S-1 or Form S-3, as applicable, promptly as soon thereafter as practicable, but not more than forty-five (45) days practicable following the Company’s receipt of the Demand Registration, for but in any event within thirty (30) Business Days following the Demand Registration, the Company shall file with the SEC a Registration Statement relating to the offer and sale of all Registrable Securities requested by such Holder to be included in such Registration Statement (a “Demand Registration Statement”) and which will permit the Demanding Holders and Requesting Holders pursuant of such Registrable Securities, subject to clause (d) below, to sell such Demand RegistrationRegistrable Securities without regard to any volume limitation requirements under Rule 144 of the Securities Act. The Under no circumstances shall the Company shall not be obligated to effect more than two (A2) an aggregate of three (3) Demand Registrations pursuant to a Demand Registration initiated by the Initial for all Holders and/or EarlyBirdCapital Holders and (B) an aggregate of six (6) Registrations pursuant to a Demand Registration initiated by the Southland Holders, in each case under this subsection 2.2 with respect to any or all Registrable Securities; provided. The participating Holders shall furnish to the Company such information in writing as the Company may reasonably request for inclusion in a Demand Registration Statement. Notwithstanding the foregoing, however, to the extent that a Registration shall not be counted for such purposes unless a Registration Statement that may be available at such time has become effective and all of the a Holder’s Registrable Securities requested by the Requesting Holders to be registered are Registered on behalf of the Demanding Holders and the Requesting Holders in such a then currently effective Shelf Registration have been soldStatement, in accordance with Section 3.1 of this Agreement; provided further, that, notwithstanding any other provision of this Agreement to the contrary, the Initial Holders and EarlyBirdCapital Holders, on the one hand, and the Southland Holders, on the other hand, may each demand not more than two (2) Demand Registrations or Shelf Underwritten Offerings, and the Company shall not be obligated required to participate file a Demand Registration Statement although the Majority Holders may elect to pursue an Underwritten Offering of all or part of their Registrable Securities on such Shelf Registration Statement pursuant to clauses (c) and (d) below; provided that no such Underwritten Offering may be initiated unless the aggregate value of Registrable Securities to be offered in more than four (4) Demand Registrations or Shelf such Underwritten Offerings, in any twelve (12)-month periodOffering is at least $50 million.

Request for Registration. Subject to the provisions of subsection 2.2.5 2.1.4 and Sections Section 2.4 and 3.4 hereof, at any time and from time to time on or after the date the Closing Merger Date, each the Holders of (ai) the Initial Holders and EarlyBirdCapital Holders of at least a majority in interest twenty-five percent (25%) of the then-then outstanding number of Registrable Securities held by or (ii) Registrable Securities in an amount equal to or greater than ten million dollars $10,000,000 based on the Initial Holders and EarlyBirdCapital Holders closing sale price of the Common Stock on the business day immediately prior to the demand (the “Initial-EBC Demanding Holders”) and (b) the Southland Holders of at least a majority in interest of the then-outstanding number of Registrable Securities held by the Southland Holders (the “Southland Demanding Holders”), may make a written demand for Registration of all or part at least fifteen percent (15%) of their the then outstanding number of Registrable Securities, on (i) Form S-1 or (ii) if available, Form S-3, which in the case of either clause (i) or (ii), may be a shelf registration statement filed pursuant to Rule 415 under the Securities Act, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). The Company shall, promptly following within ten (10) days of the Company’s receipt of a the Demand Registration, notify, in writing, all other Holders of Registrable Securities (or, in the case of any of the (x) JH Parties, the JH Representative, or (y) the Acorn Shareholders, the Acorn Representative) of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”) shall so notify the Company, in writing, within five (5) days after the receipt by the Holder (or, in the case of any of the (x) JH Parties, the JH Representative, or (y) the Acorn Shareholders, the Acorn Representative) of the notice from the Company. For the avoidance of doubt, to the extent a Requesting Holder also separately possesses Demand Registration rights pursuant to this Section 2.2, but is not the Holder who exercises such Demand Registration rights, the exercise by such Requesting Holder of its rights pursuant to the foregoing sentence shall not count as the exercise by it of one of its Demand Registration rights. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, subject to subsection 2.2.4 below, such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall use its commercially reasonable efforts to file a registration statement on Form S-1 or Form S-3, as applicableeffect, as soon thereafter as practicable, but not more than forty-forty five (45) days following immediately after the Company’s receipt of the Demand Registration, for the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such the Demand Registration. The Under no circumstances shall the Company shall not be obligated to effect more than (A) an aggregate of three (3) Registrations pursuant to a Demand Registration initiated by the Initial Holders and/or EarlyBirdCapital Holders and (B) an aggregate of six (6) Registrations pursuant to a Demand Registration initiated by the Southland Holders, in each case under this subsection 2.2 2.1.1 with respect to any or all Registrable Securities; provided, however, that a Registration shall not be counted for such purposes (i) unless a Registration Statement Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Demanding Holders and the Requesting Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1 of this Agreement; provided furtherAgreement and (ii) with respect to (a) the JH Parties unless a JH Party is a Demanding Holder or a Requesting Holder or (b) the Acorn Shareholders unless an Acorn Shareholder is a Demanding Holder or a Requesting Holder, thator (c) with respect to the Sponsor, notwithstanding any other provision of this Agreement unless the Sponsor is a Demanding Holder or a Requesting Holder. Notwithstanding anything herein to the contrary, no Holder (other than the Initial Holders and EarlyBirdCapital HoldersSponsor) shall have the right to be a Demanding Holder hereunder until (x) with respect to any Demand Registration on Form S-1, the first anniversary of the closing of the Merger Transaction or (y) with respect to any Demand Registration on Form S-3, if available, the one hand, and nine month anniversary of the Southland Holders, on closing of the other hand, may each demand not more than two (2) Demand Registrations or Shelf Underwritten Offerings, and the Company shall not be obligated to participate in more than four (4) Demand Registrations or Shelf Underwritten Offerings, in any twelve (12)-month periodMerger Transaction.

Request for Registration. Subject to the provisions of subsection Section 2.1.4 hereof and provided a Shelf Registration Statement has been filed pursuant to Section 2.2.5 hereof and Sections 2.4 and 3.4 hereofbeen declared effective by the Commission, at any time and from time to time on or after the date on which the Closing DateShelf Registration Statement ceases to be effective, each of (a) the Initial Holders and EarlyBirdCapital Holders of at least a majority in interest of the then-then outstanding number of Registrable Securities held by the Initial Holders and EarlyBirdCapital Holders (the “Initial-EBC Demanding Holders”) and (b) the Southland Holders of at least a majority in interest of the then-outstanding number of Registrable Securities held by the Southland Holders (the “Southland Demanding Holders”), may make a written demand for Registration under the Securities Act of all or part of their Registrable Securities, on (i) Form S-1 or (ii) if available, Form S-3, which in the case of either clause (i) or (ii), may be a shelf registration statement filed pursuant to Rule 415 under the Securities Act, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). The Company Holdings shall, promptly following the Company’s Holdings’ receipt of a Demand Registration and, in any event, within twenty (20) days of its receipt of such Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”) shall so notify the CompanyHoldings, in writing, within five (5) days Business Days after the receipt by the Holder of the notice from the Company. For the avoidance of doubt, to the extent a Requesting Holder also separately possesses Demand Registration rights pursuant to this Section 2.2, but is not the Holder who exercises such Demand Registration rights, the exercise by such Requesting Holder of its rights pursuant to the foregoing sentence shall not count as the exercise by it of one of its Demand Registration rightsHoldings. Upon receipt by the Company Holdings of any such written notification from a Requesting Holder(s) to the Company, subject to subsection 2.2.4 belowHoldings, such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company Holdings shall use its commercially reasonable efforts to file a registration statement on Form S-1 or Form S-3, as applicableeffect, as soon thereafter as reasonably practicable, but not more than forty-five (45) days following the Company’s receipt of the Demand Registration, for Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. The Company Holdings shall not be obligated to effect more than (A) an aggregate of three four (34) Registrations pursuant to a Demand Registration initiated by the Initial Holders and/or EarlyBirdCapital Holders and (B) an aggregate of six (6) Registrations pursuant to a Demand Registration initiated by the Southland Holders, in each case under this subsection 2.2 Section 2.1.1 with respect to any or all Registrable Securities; provided, however, that a Registration shall not be counted for such purposes unless a Registration Statement that may be available at such time has become effective and all of . Notwithstanding the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Demanding Holders and the Requesting Holders in such Registration have been sold, in accordance with Section 3.1 of this Agreement; provided further, that, notwithstanding any other provision of this Agreement to the contraryforegoing, the Initial Holders and EarlyBirdCapital Holders, on may not make a Demand Registration within 90 days after the one hand, and date a prior Demand Registration has been declared effective pursuant to Section 2.1.2 or the Southland Holders, on the other hand, may each demand not more than two (2) Demand Registrations or Shelf Underwritten Offerings, and the Company shall not be obligated to participate in more than four (4) Demand Registrations or Shelf Underwritten Offerings, in any twelve (12)-month periodeffective date of a Piggyback Registration.

Request for Registration. Subject to the provisions of subsection 2.2.5 2.1.4 and Sections Section 2.4 and 3.4 hereof, at any time and from time to time on or after (i) the date the Closing DateCompany consummates the Business Combination with respect to the Tranche A Registrable Securities, each of (aii) the Initial Holders and EarlyBirdCapital date the Company consummates the Business Combination, with respect to the Tranche B Registrable Securities, (iii) the date the Company consummates the Business Combination with respect to the Tranche C Registrable Securities, or (iv) [ ]2 month anniversary of the consummation of the Business Combination with respect to the Tranche D Registrable Securities, (i) the Holders of at least a majority in interest of the then-outstanding number of the Tranche A Registrable Securities held by the Initial Holders and EarlyBirdCapital Holders Securities, (the “Initial-EBC Demanding Holders”) and (bii) the Southland Holders of at least a majority in interest of the then-outstanding number of the Tranche B Registrable Securities; (iii) the Holders of at least a majority in interest of the then-outstanding number of the Tranche C Registrable Securities, and (iv) the Holders of at least a majority in interest of the then-outstanding number of the Tranche D Registrable Securities held by (each such Holders of the Southland Holders (same tranche of the relevant Registrable Securities, the “Southland Demanding Holders”), ) may make a written demand for Registration under the Securities Act of all or part of their respective Registrable Securities, on (i) Form S-1 or (ii) if available, Form S-3, which Securities in the case of either clause (i) or (ii), may be a shelf registration statement filed pursuant to Rule 415 under the Securities Actthat tranche, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). The Company shall, promptly following within ten (10) days of the Company’s receipt of a the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”) shall so notify the Company, in writing, within five (5) days after the receipt by the Holder of the notice from the Company. For the avoidance of doubt, to the extent a Requesting Holder also separately possesses Demand Registration rights pursuant to this Section 2.2, but is not the Holder who exercises such Demand Registration rights, the exercise by such Requesting Holder of its rights pursuant to the foregoing sentence shall not count as the exercise by it of one of its Demand Registration rights. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, subject to subsection 2.2.4 below, such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall use its commercially reasonable efforts to file a registration statement on Form S-1 or Form S-3, as applicableeffect, as soon thereafter as practicable, but not more than forty-forty five (45) days following immediately after the Company’s receipt of the Demand Registration, for the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. The Under no circumstances shall the Company shall not be obligated to effect effect, (i) with respect to any Tranche A Registrable Securities, more than (A) an aggregate of three one (31) Registrations Registration pursuant to a Demand Registration initiated by the Initial Holders and/or EarlyBirdCapital Holders and under this subsection 2.1.1, (Bii) with respect to any Tranche B Registrable Securities, more than an aggregate of six one (61) Registrations Registration pursuant to a Demand Registration initiated by the Southland Holders, in each case under this subsection 2.2 2.1.1, (iii) with respect to any or all Tranche C Registrable Securities, more than an aggregate of one (1) Registration pursuant to a Demand Registration under this subsection 2.1.1, and (iv) with respect to any Tranche C Registrable Securities, more than an aggregate of one Registration pursuant to a Demand Registration under this subsection 2.1.1; provided, however, that a Registration shall not be counted for such purposes unless a Registration Statement Form F-1 or any similar long-form registration statement that may be available at such time (“Form F-1”) has become effective and all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Demanding Holders and the Requesting Holders in such Form F-1 Registration have been sold, in accordance with Section 3.1 of this Agreement; provided further, that, notwithstanding any other provision of this Agreement to the contrary, the Initial Holders and EarlyBirdCapital Holders, on the one hand, and the Southland Holders, on the other hand, may each demand not more than two (2) Demand Registrations or Shelf Underwritten Offerings, and the Company shall not be obligated to participate in more than four (4) Demand Registrations or Shelf Underwritten Offerings, in any twelve (12)-month period.

Request for Registration. Subject to the provisions of subsection 2.2.5 and Sections 2.4 and 3.4 hereof, at any time and from time to time on or after the date the Closing Date, each of (a) the Initial Holders and EarlyBirdCapital Holders of at least a majority in interest of the then-outstanding number of Registrable Securities held by the Initial Holders and EarlyBirdCapital Holders (the “Initial-EBC Demanding Holders”) and (b) the Southland Holders of at least a majority in interest of the then-outstanding number of Registrable Securities held by the Southland Holders (the “Southland Demanding Holders”), may make a written demand for Registration of all or part of their Registrable Securities, Securities on (i) Form S-1 F-1, or such other form of registration statement as is then available to effect a registration for resale of such Registrable Securities, covering such Registrable Securities or (ii) if available, Form S-3F-3, which in the case of either clause (i) or (ii), may be a shelf registration statement filed pursuant to Rule 415 under the Securities Act, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”); provided, however, that the Sponsor shall have one Demand Registration, exercisable in its sole discretion, to register all or part of its Registrable Securities. The In addition, the Company shall, promptly following the Company’s receipt of a Demand Registration, notify, in writing, writing all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such HolderHxxxxx’s Registrable Securities in such Registration, a “Requesting Holder”) shall so notify the Company, in writing, within five (5) days after the receipt by the Holder of the notice from the Company. For the avoidance of doubt, to the extent a Requesting Holder also separately possesses Demand Registration rights pursuant to this Section 2.2, but is not the Holder who exercises such Demand Registration rights, the exercise by such Requesting Holder of its rights pursuant to the foregoing sentence shall not count as the exercise by it of one of its Demand Registration rights. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, subject to subsection 2.2.4 below, such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall use its commercially reasonable efforts to file a registration statement on Form S-1 or Form S-3, as applicableeffect, as soon thereafter as practicable, but not more than forty-forty five (45) days following immediately after the Company’s receipt of the Demand Registration, for the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. The Company shall not be obligated to effect more than (Ax) one (1) Registration pursuant to a Demand Registration or a Shelf Underwritten Offering initiated by the Sponsor and (y) an aggregate of three (3) Registrations pursuant to a Demand Registration or a Shelf Underwritten Offering initiated by the Initial Holders and/or EarlyBirdCapital Holders and (B) an aggregate of six (6) Registrations pursuant to a Demand Registration initiated by the Southland any other Holders, in each case under subsection 2.1.3 or this subsection 2.2 2.2.1 with respect to any or all Registrable Securities; provided, however, that a Registration shall not be counted for such purposes unless a Registration Statement that may be available at such time has become effective and all of the Registrable Securities requested by the Demanding Holders and the Requesting Holders to be registered on behalf of the Demanding Holders and the Requesting Holders in such Registration have been sold, in accordance with Section 3.1 of this Agreement; provided further, that, notwithstanding any other provision of this Agreement to the contrary, the Initial Holders and EarlyBirdCapital Holders, on the one hand, and the Southland Holders, on the other hand, may each demand not more than two (2) Demand Registrations or Shelf Underwritten Offerings, and the Company shall not be obligated to participate in more than four (4) Demand Registrations or Shelf Underwritten Offerings, in any twelve (12)-month period.

Request for Registration. Subject to the provisions of subsection 2.2.5 and Sections 2.4 and 3.4 hereof, at (i) At any time and from time to time after the date the Closing Date, each of (a) the Initial Holders and EarlyBirdCapital Holders of at least a majority in interest earlier of the then-outstanding number of Registrable Securities held by the Initial Holders and EarlyBirdCapital Holders (the “Initial-EBC Demanding Holders”) and (b) the Southland Holders of at least a majority in interest of the then-outstanding number of Registrable Securities held by the Southland Holders (the “Southland Demanding Holders”), may make a written demand for Registration of all or part of their Registrable Securities, on (i) Form S-1 or (ii) if available, Form S-3, which in the case of either clause (i) or (ii), may be a shelf registration statement filed pursuant to Rule 415 under the Securities Act, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). The Company shall, promptly following the Company’s receipt consummation of a Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all Qualified Public Offering or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration sixty (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”) shall so notify the Company, in writing, within five (560) days after the receipt by the date of this Agreement, any Holder or group of Holders that, together with its or their Affiliates, holds more than fifteen percent (15%) of the notice from Registrable Shares (collectively, a “Demanding Stockholder”) shall have the Company. For the avoidance of doubt, right to the extent a Requesting Holder also separately possesses Demand Registration rights pursuant to this Section 2.2, but is not the Holder who exercises such Demand Registration rights, the exercise by such Requesting Holder of its rights pursuant to the foregoing sentence shall not count as the exercise by it of one of its Demand Registration rights. Upon receipt by require the Company of any such written notification from a Requesting Holder(s) to the Company, subject to subsection 2.2.4 below, such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall use its commercially reasonable efforts to file a registration statement on Form S-1 or Form S-3S-3 or any similar form or successor to such forms under the Securities Act, as applicableor any other appropriate form under the Securities Act or the Exchange Act for a public offering of all or part of its Registrable Shares (a “Demand Registration”), as soon thereafter as practicableby delivering to the Company written notice stating that such right is being exercised, but not naming the Demanding Stockholder(s) whose Registrable Shares are to be included in such registration, specifying the aggregate number of the Demanding Stockholder’s Registrable Shares to be included in such registration and, subject to Section 2.1(c) hereof, describing the intended method of distribution thereof to the extent then known (a “Demand Request”). Notwithstanding the foregoing, in the event of any Demand Request involving an underwritten offering that is made prior to the earlier of the consummation of a Qualified Public Offering or two (2) years after the date of this Agreement, the term “Demanding Stockholder” shall have the meaning assigned to such term in the preceding sentence, except that the reference therein to “more than forty-five fifteen percent (4515%)” shall be deemed to be a reference to “fifty percent (50%) days following or more.” The Demanding Stockholders hereunder shall collectively have the Company’s receipt of the Demand Registration, for Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant right to such Demand Registration. The Company shall not be obligated require up to effect more than (A) an aggregate of three (3) Long-Form Registrations pursuant and an unlimited number of Short-Form Registrations. Notwithstanding the foregoing, in the event that a Holder together with its Affiliates holds 25% or more of the Common Stock held by such Holder as of the date hereof, then such Holder shall also have the right to a require one (1) Demand Registration initiated by the Initial Holders and/or EarlyBirdCapital Holders and (B) an aggregate as a Demanding Stockholder. The number of six (6) Registrations pursuant to a Demand Registration initiated by the Southland Holders, in each case under this subsection 2.2 with respect to any or all Registrable Securities; provided, however, that a Registration shall not be counted for such purposes unless a Registration Statement that may be available at such time has become effective and all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Demanding Holders and the Requesting Holders in such Registration have been sold, in accordance with Section 3.1 of this Agreement; provided further, that, notwithstanding any other provision of this Agreement to the contrary, the Initial Holders and EarlyBirdCapital Holders, on the one hand, and the Southland Holders, on the other hand, may each demand not more than two (2) Demand Registrations or in the form of a Shelf Underwritten Offerings, and the Company Registration (as defined below) shall not be obligated to participate in more than four (4) Demand Registrations or Shelf Underwritten Offerings, in any twelve (12)-month periodunlimited.

Request for Registration. Subject to the provisions of subsection 2.2.5 2.1.4 and Sections Section 2.4 and 3.4 hereof, at any time and from time following the Filing Deadline (but subject to time after the date the Closing DateArticle V), each of (a) the Initial Holders and EarlyBirdCapital Holders of holding at least a majority in interest of the then-outstanding number of Registrable Securities held by the Initial Holders and EarlyBirdCapital all Holders (such Holders, the “Initial-EBC Demanding Holders”) and (b) the Southland Holders of at least a majority in interest of the then-outstanding number of Registrable Securities held by the Southland Holders (the “Southland Demanding Holders”), may make a written demand for Registration of all or part of their Registrable SecuritiesSecurities on Form S-3 (or, if Form S‑3 is not available to be used by the Company at such time, on (i) Form S-1 or (ii) if available, Form S-3, which in the case another appropriate form permitting Registration of either clause (i) or (iisuch Registrable Securities for resale by such Demanding Holders), may be a shelf registration statement filed pursuant to Rule 415 under the Securities Act, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). The Company shall, promptly following within ten (10) days of the Company’s receipt of a the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Demand Requesting Holder”) shall so notify the Company, in writing, within five (5) days after the receipt by the Holder of the notice from the Company. For the avoidance of doubt, to the extent a Requesting Holder also separately possesses Demand Registration rights pursuant to this Section 2.2, but is not the Holder who exercises such Demand Registration rights, the exercise by such Requesting Holder of its rights pursuant to the foregoing sentence shall not count as the exercise by it of one of its Demand Registration rights. Upon receipt by the Company of any such written notification from a Demand Requesting Holder(s) to the Company, subject to subsection 2.2.4 below, such Demand Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall use its commercially reasonable efforts to file a registration statement on Form S-1 or Form S-3, as applicableeffect, as soon thereafter as practicable, but not more than forty-five sixty (4560) days following immediately after the Company’s receipt of the Demand Registration, for the Registration of all Registrable Securities requested by the Demanding Holders and Demand Requesting Holders pursuant to such Demand Registration. The Under no circumstances shall the Company shall not be obligated to effect more than (A) an aggregate of (i) three (3) Registrations pursuant to a Demand Registration under this subsection 2.1.1 initiated by the Initial Holders and/or EarlyBirdCapital Holders and (B) an aggregate of six (6) Registrations pursuant to a Demand Registration initiated by the Southland Holders, in each case under this subsection 2.2 with respect to any or all Registrable Securities; provided, however, that a Registration shall not be counted for such purposes unless a Registration Statement that may be available at such time has become effective and all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Demanding Holders and the Requesting Holders in such Registration have been sold, in accordance with Section 3.1 of this Agreement; provided further, that, notwithstanding any other provision of this Agreement to the contrary, the Initial Holders and EarlyBirdCapital Holders, on the one hand, and the Southland Holders, on the other hand, may each demand not more than two (2) Demand Registrations or Shelf Underwritten Offerings, and the Company shall not be obligated to participate in more than four (4) Demand Registrations or Shelf Underwritten Offerings, in any twelve (12)-month period.

Request for Registration. Subject to the provisions of subsection 2.2.5 2.1.4 and Sections Section 2.4 and 3.4 hereof, at any time and from time to time on or after the date the Closing DateCompany consummates a Business Combination, each of either (ai) the Initial Holders and EarlyBirdCapital Holders holders of at least a majority in majority-in-interest of the then-outstanding number of Registrable Securities held by the Initial Holders Existing Holders, their affiliates and EarlyBirdCapital Holders transferees, or (the “Initial-EBC Demanding Holders”) and (bii) the Southland Holders holders of at least a majority in majority-in-interest of the then-outstanding number of Registrable Securities held by the Southland Holders New Holders, their affiliates and transferees (the “Southland Demanding Holders”), ) may make a written demand for Registration of all or part of their Registrable Securities, on (i) Form S-1 or (ii) if available, Form S-3, which in the case of either clause (i) or (ii), may be a shelf registration statement filed pursuant to Rule 415 under the Securities Act, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). The Company shall, promptly following within ten (10) days of the Company’s receipt of a the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”) shall so notify the Company, in writing, within five (5) days after the receipt by the Holder of the notice from the Company. For the avoidance of doubt, to the extent a Requesting Holder also separately possesses Demand Registration rights pursuant to this Section 2.2, but is not the Holder who exercises such Demand Registration rights, the exercise by such Requesting Holder of its rights pursuant to the foregoing sentence shall not count as the exercise by it of one of its Demand Registration rights. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, subject to subsection 2.2.4 below), such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall use its commercially reasonable efforts to file a registration statement on Form S-1 or Form S-3, as applicable, as soon thereafter as practicable, but not more than forty-forty five (45) days following immediately after the Company’s receipt of the Demand Registration, for the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. The Under no circumstances shall the Company shall not be obligated to effect file more than (A) an aggregate of three (3) Registrations pursuant to a Demand Registration initiated by the Initial Holders and/or EarlyBirdCapital Holders and (B) an aggregate of six (6) Registrations pursuant to a Demand Registration initiated by the Southland Holders, in each case under this subsection 2.2 2.1.1 with respect to any or all Registrable Securities; provided, however, that a Registration shall not be counted for such purposes unless a Registration Statement Form F-1 or any similar long-form registration statement that may be available at such time (“Form F-1”) has become effective and all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Demanding Holders and the Requesting Holders in such Form F-1 Registration have been sold, in accordance with Section 3.1 of this Agreement; provided further, that, notwithstanding any other provision of this Agreement to the contrary, the Initial Holders and EarlyBirdCapital Holders, on the one hand, and the Southland Holders, on the other hand, may each demand not more than two (2) Demand Registrations or Shelf Underwritten Offerings, and the Company shall not be obligated to participate in more than four (4) Demand Registrations or Shelf Underwritten Offerings, in any twelve (12)-month period.

Request for Registration. Subject to the provisions of subsection 2.2.5 2.1.4 and Sections Section 2.4 and 3.4 hereof, at any time and from time to time after following the date the Closing DateFiling Deadline, each of (a) the Initial Holders and EarlyBirdCapital Holders of holding at least a majority in interest of the then-outstanding number of Registrable Securities held by the Initial Holders and EarlyBirdCapital all Holders (such Holders, the “Initial-EBC Demanding Holders”) and (b) the Southland Holders of at least a majority in interest of the then-outstanding number of Registrable Securities held by the Southland Holders (the “Southland Demanding Holders”), may make a written demand for Registration of all or part of their Registrable SecuritiesSecurities on Form S-3 (or, if Form S‑3 is not available to be used by the Company at such time, on (i) Form S-1 S- 1 or (ii) if available, Form S-3, which in the case another appropriate form permitting Registration of either clause (i) or (iisuch Registrable Securities for resale by such Demanding Holders), may be a shelf registration statement filed pursuant to Rule 415 under the Securities Act, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). The Company shall, promptly following within ten (10) days of the Company’s receipt of a the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Demand Requesting Holder”) shall so notify the Company, in writing, within five (5) days after the receipt by the Holder of the notice from the Company. For the avoidance of doubt, to the extent a Requesting Holder also separately possesses Demand Registration rights pursuant to this Section 2.2, but is not the Holder who exercises such Demand Registration rights, the exercise by such Requesting Holder of its rights pursuant to the foregoing sentence shall not count as the exercise by it of one of its Demand Registration rights. Upon receipt by the Company of any such written notification from a Demand Requesting Holder(s) to the Company, subject to subsection 2.2.4 below, such Demand Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall use its commercially reasonable efforts to file a registration statement on Form S-1 or Form S-3, as applicableeffect, as soon thereafter as practicable, but not more than forty-five sixty (4560) days following immediately after the Company’s receipt of the Demand Registration, for the Registration of all Registrable Securities requested by the Demanding Holders and Demand Requesting Holders pursuant to such Demand Registration. The Under no circumstances shall the Company shall not be obligated to effect more than (A) an aggregate of three (3i) two (2) Registrations pursuant to a Demand Registration under this subsection 2.1.1 initiated by the Initial Holders and/or EarlyBirdCapital Holders and (B) an aggregate of six (6) Registrations pursuant to a Demand Registration initiated by the Southland Holders, in each case under this subsection 2.2 with respect to any or all Registrable Securities; provided, however, that a Registration shall not be counted for such purposes unless a Registration Statement that may be available at such time has become effective and all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Demanding Holders and the Requesting Holders in such Registration have been sold, in accordance with Section 3.1 of this Agreement; provided further, that, notwithstanding any other provision of this Agreement to the contrary, the Initial Holders and EarlyBirdCapital Holders, on the one hand, and the Southland Holders, on the other hand, may each demand not more than two (2) Demand Registrations or Shelf Underwritten Offerings, and the Company shall not be obligated to participate in more than four (4) Demand Registrations or Shelf Underwritten Offerings, in any twelve (12)-month period.

Request for Registration. Subject to the provisions of subsection 2.2.5 2.1.4 and Sections Section 2.4 and 3.4 hereof, at any time and from time provided the Company does not have an effective Registration Statement pursuant to time after Section 2.3 outstanding covering the date the Closing DateRegistrable Securities, each of (a) the Initial Holders and EarlyBirdCapital Existing Holders of at least a majority in interest of the then-outstanding number of Registrable Securities held by the Initial Holders and EarlyBirdCapital Holders (the “Initial-EBC Demanding Existing Holders”) and , (b) the Southland New Holders of at least a majority in interest of the then-outstanding number of Registrable Securities held by the Southland New Holders or (c) any Holder meeting the Shelf Threshold (as defined below) (the “Southland Demanding Holders”), in each case may make a written demand for Registration of all or part of their Registrable Securities, on (i) Form S-1 or (ii) if available, Form S-3, which in the case of either clause (i) or (ii), may be a shelf registration statement filed pursuant to Rule 415 under the Securities Act, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). The Company shall, promptly following within twenty (20) days of the Company’s receipt of a the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”) shall so notify the Company, in writing, within five (5) business days after the receipt by the Holder of the notice from the Company. For the avoidance of doubt, to the extent a Requesting Holder also separately possesses Demand Registration rights pursuant to this Section 2.2, but is not the Holder who exercises such Demand Registration rights, the exercise by such Requesting Holder of its rights pursuant to the foregoing sentence shall not count as the exercise by it of one of its Demand Registration rights. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, subject to subsection 2.2.4 below, such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall use its commercially reasonable efforts to file a registration statement on Form S-1 or Form S-3, as applicablefile, as soon thereafter as practicable, but not more than forty-forty five (45) days following immediately after the Company’s receipt of the Demand Registration, for Registration of a Form S-3 Shelf or, if Form S-3 is not then available to the Company, a Form S-1 Shelf covering all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand RegistrationRegistration and shall use reasonable best efforts to cause such Registration Statement to become effective as promptly as practicable after filing. The Under no circumstances shall the Company shall not be obligated to effect more than (A) an aggregate of three (3) Registrations pursuant to a Demand Registration initiated by the Initial Holders and/or EarlyBirdCapital Holders and (B) an aggregate of six (6) Registrations pursuant to a Demand Registration initiated by the Southland Holders, in each case under this subsection 2.2 2.1.1 with respect to any or all of the Registrable Securities; provided, however, that (i) this limitation shall not apply to any Demand Registration initiated by Xxxxx Investments and Xxxxx-Xxxxxx, which shall be governed by Section 3.6; (ii) that in no event shall the Existing Holders be entitled to fewer than one (1) Demand Registration (such registration an “Existing Holder Demand Registration”); (iii) a Registration shall not be counted for such purposes unless a Registration Statement Form S-1 Shelf or any similar long-form registration statement that may be available at such time has become effective and all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Demanding Holders and the Requesting Holders in such Form S-1 Shelf Registration have been sold, in accordance with Section 3.1 of this Agreement; provided further, that, notwithstanding any other provision of this Agreement to the contrary, the Initial Holders and EarlyBirdCapital Holders, on the one hand, and the Southland Holders, on the other hand, may each demand not more than two (2iv) Demand Registrations or an Underwritten Shelf Underwritten Offerings, and the Company Takedown shall not be obligated to participate in more than four (4) count as a Demand Registrations or Shelf Underwritten Offerings, in any twelve (12)-month periodRegistration.

Request for Registration. Subject to the provisions of subsection 2.2.5 2.1.4 and Sections 2.4 and 3.4 Section 2.5 hereof, at any time and from time to time on or after the date Registration Eligible Date of the Closing Daterelevant Registrable Securities, each of (ai) the Initial Holders and EarlyBirdCapital Holders of at least a majority in interest of the then-outstanding number of the Tranche A Registrable Securities held by the Initial Holders and EarlyBirdCapital Holders (the “Initial-EBC Demanding Holders”) Securities, and (bii) the Southland Holders of at least a majority in interest of the then-outstanding number of the Tranche B Registrable Securities held by (each such Holders of the Southland Holders (same tranche of the relevant Registrable Securities, the “Southland Demanding Holders”), ) may make a written demand for Registration under the Securities Act of all or part of their respective Registrable SecuritiesSecurities in that tranche on Form F-3 (or, if Form F-3 is not available to be used by Squirrel Cayman at such time, on (i) Form S-1 F-1 or (ii) if available, Form S-3, which in another appropriate form permitting Registration of the case of either clause (i) or (iirelevant Registrable Securities for resale by such Demanding Holders), may be a shelf registration statement filed pursuant to Rule 415 under the Securities Act, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). The Company Squirrel Cayman shall, promptly following the Companywithin fifteen (15) days of Squirrel Cayman’s receipt of a the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”) shall so notify the CompanySquirrel Cayman, in writing, within five (5) days after the receipt by the Holder of the notice from the Company. For the avoidance of doubt, to the extent a Requesting Holder also separately possesses Demand Registration rights pursuant to this Section 2.2, but is not the Holder who exercises such Demand Registration rights, the exercise by such Requesting Holder of its rights pursuant to the foregoing sentence shall not count as the exercise by it of one of its Demand Registration rightsSquirrel Cayman. Upon receipt by the Company Squirrel Cayman of any such written notification from a Requesting Holder(s) to the Company, subject to subsection 2.2.4 belowrequest, such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company Squirrel Cayman shall use its commercially reasonable efforts to file a registration statement on Form S-1 or Form S-3, as applicableeffect, as soon thereafter as practicable, but not more than forty-five (45) days following the Companypracticable after Squirrel Cayman’s receipt of the Demand Registration, for the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. The Company Under no circumstances shall not Squirrel Cayman be obligated to effect effect, (i) with respect to any Tranche A Registrable Securities, more than (A) an aggregate of three one (31) Registrations Registration pursuant to a Demand Registration initiated by the Initial Holders and/or EarlyBirdCapital Holders under this subsection 2.1.1, and (Bii) with respect to any Tranche B Registrable Securities, more than an aggregate of six one (61) Registrations Registration pursuant to a Demand Registration initiated by the Southland Holders, in each case under this subsection 2.2 with respect to any or all Registrable Securities; provided, however, that a Registration shall not be counted for such purposes unless a Registration Statement that may be available at such time has become effective and all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Demanding Holders and the Requesting Holders in such Registration have been sold, in accordance with Section 3.1 of this Agreement; provided further, that, notwithstanding any other provision of this Agreement to the contrary, the Initial Holders and EarlyBirdCapital Holders, on the one hand, and the Southland Holders, on the other hand, may each demand not more than two (2) Demand Registrations or Shelf Underwritten Offerings, and the Company shall not be obligated to participate in more than four (4) Demand Registrations or Shelf Underwritten Offerings, in any twelve (12)-month period2.1.1.

Request for Registration. Subject to the provisions of subsection 2.2.5 2.1.4 and Sections Section 2.4 and 3.4 hereof, at any time and from time to time after following the date the Closing DateFiling Deadline, each of (a) the Initial Holders and EarlyBirdCapital Holders of holding at least a majority in interest of the then-outstanding number of Registrable Securities held by the Initial Holders and EarlyBirdCapital all Holders (such Holders, the “Initial-EBC Demanding Holders”) and (b) the Southland Holders of at least a majority in interest of the then-outstanding number of Registrable Securities held by the Southland Holders (the “Southland Demanding Holders”), may make a written demand for Registration of all or part of their Registrable SecuritiesSecurities on Form S-3 (or, if Form S‑3 is not available to be used by the Company at such time, on (i) Form S-1 or (ii) if available, Form S-3, which in the case another appropriate form permitting Registration of either clause (i) or (iisuch Registrable Securities for resale by such Demanding Holders), may be a shelf registration statement filed pursuant to Rule 415 under the Securities Act, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). The Company shall, promptly following within ten (10) days of the Company’s receipt of a the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Demand Requesting Holder”) shall so notify the Company, in writing, within five (5) days after the receipt by the Holder of the notice from the Company. For the avoidance of doubt, to the extent a Requesting Holder also separately possesses Demand Registration rights pursuant to this Section 2.2, but is not the Holder who exercises such Demand Registration rights, the exercise by such Requesting Holder of its rights pursuant to the foregoing sentence shall not count as the exercise by it of one of its Demand Registration rights. Upon receipt by the Company of any such written notification from a Demand Requesting Holder(s) to the Company, subject to subsection 2.2.4 below, such Demand Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall use its commercially reasonable efforts to file a registration statement on Form S-1 or Form S-3, as applicableeffect, as soon thereafter as practicable, but not more than forty-five sixty (4560) days following immediately after the Company’s receipt of the Demand Registration, for the Registration of all Registrable Securities requested by the Demanding Holders and Demand Requesting Holders pursuant to such Demand Registration. The Under no circumstances shall the Company shall not be obligated to effect more than (A) an aggregate of three (3i) two (2) Registrations pursuant to a Demand Registration under this subsection 2.1.1 initiated by the Initial Holders and/or EarlyBirdCapital Holders and (B) an aggregate of six (6) Registrations pursuant to a Demand Registration initiated by the Southland Holders, in each case under this subsection 2.2 with respect to any or all Registrable Securities; provided, however, that a Registration shall not be counted for such purposes unless a Registration Statement that may be available at such time has become effective and all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Demanding Holders and the Requesting Holders in such Registration have been sold, in accordance with Section 3.1 of this Agreement; provided further, that, notwithstanding any other provision of this Agreement to the contrary, the Initial Holders and EarlyBirdCapital Holders, on the one hand, and the Southland Holders, on the other hand, may each demand not more than two (2) Demand Registrations or Shelf Underwritten Offerings, and the Company shall not be obligated to participate in more than four (4) Demand Registrations or Shelf Underwritten Offerings, in any twelve (12)-month period.

Request for Registration. Subject to the provisions of subsection 2.2.5 and Sections 2.4 and 3.4 hereof, (a) If at any time and from time to time following six months after the date closing of the Closing DateCompany's initial public offering, each the Company shall receive a written request from MIL or any of (a) the Initial Holders and EarlyBirdCapital its Affiliates or from Holders of at least 50% of the Registrable Securities then held by the Founders that the Company file a registration statement under the Act covering the registration for an underwritten public offering of Registrable Securities with estimated aggregate gross proceeds of at least $10,000,000, based on a good-faith estimate of the market price of the Common Stock, then the Company shall, within 10 days of the receipt thereof, give written notice of such request to all Holders and shall, subject to the limitations contained in this Section 8, effect the registration under the Act of all Registrable Securities which the Holders request to be registered by their giving written notice to the Company within 20 days of the mailing by the Company of its previous notice to the Holders. (b) The right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in Section 8.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the then-outstanding Initiating Holders, which underwriter must also be reasonably acceptable to the Company. Notwithstanding any other provision of this Section 8.2, if the underwriter advises the Company in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Company shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder. (c) The Company is obligated to effect only one registration pursuant to this Section 8.2 on behalf of MIL and its Affiliates and one registration pursuant to this Section 8.2 on behalf of the Founders, their Affiliates and permitted transferees; provided that, if the number of Registrable Securities held to be registered by the Initial Holders and EarlyBirdCapital Holders (the “Initial-EBC Demanding Holders”) and (b) the Southland Holders of at least a majority in interest of the then-outstanding number of Registrable Securities held by the Southland Holders (the “Southland Demanding Holders”), may make a written demand for Registration of all or part of their Registrable Securities, on (i) Form S-1 or (ii) if available, Form S-3, which in the case of either clause (i) or (ii), may be a shelf registration statement filed such group is reduced pursuant to Rule 415 under the Securities Act, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). The Company shall, promptly following the Company’s receipt of a Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”) shall so notify the Company, in writing, within five (5) days after the receipt by the Holder of the notice from the Company. For the avoidance of doubt, to the extent a Requesting Holder also separately possesses Demand Registration rights pursuant to this Section 2.2, but is not the Holder who exercises such Demand Registration rights, the exercise by such Requesting Holder of its rights pursuant to the foregoing sentence shall not count as the exercise by it of one of its Demand Registration rights. Upon receipt by the Company of any such written notification from a Requesting Holder(s8.2(b) to the Company, subject to subsection 2.2.4 below, such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall use its commercially reasonable efforts to file a registration statement on Form S-1 or Form S-3, as applicable, as soon thereafter as practicable, but not more less than forty-five (45) days following the Company’s receipt of the Demand Registration, for Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. The Company shall not be obligated to effect more than (A) an aggregate of three (3) Registrations pursuant to a Demand Registration initiated by the Initial Holders and/or EarlyBirdCapital Holders and (B) an aggregate of six (6) Registrations pursuant to a Demand Registration initiated by the Southland Holders, in each case under this subsection 2.2 with respect to any or all Registrable Securities; provided, however, that a Registration shall not be counted for such purposes unless a Registration Statement that may be available at such time has become effective and all 75% of the Registrable Securities requested by the Requesting Holders to be registered on behalf by such group, such registration shall not be deemed to be such group's demand registration pursuant to this Section 8.2(c). (d) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 8.2 a certificate signed by the President of the Demanding Holders and the Requesting Holders in such Registration have been soldCompany stating that, in accordance with Section 3.1 the good faith judgment of this Agreement; provided furtherthe Board, that, notwithstanding any other provision of this Agreement it would be seriously detrimental to the contraryCompany and its shareholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, the Initial Holders and EarlyBirdCapital Holders, on Company shall have the one hand, and the Southland Holders, on the other hand, may each demand right to defer such filing for a period of not more than two (2) Demand Registrations or Shelf Underwritten Offerings, and 90 days after receipt of the Company shall not be obligated to participate in more than four (4) Demand Registrations or Shelf Underwritten Offerings, in any twelve (12)-month period.request of the Initiating Holders. 8.3

Request for Registration. Subject to (a) If the provisions of subsection 2.2.5 and Sections 2.4 and 3.4 hereof, Company shall receive at any time and from time to time after the date that is 180 days after the Closing Effective Date, each a written request from either of (a) the Initial Holders and EarlyBirdCapital Holders that the Company file a registration statement under the Act covering the registration of at least a majority in interest twenty percent (20%) of the then-outstanding number of Registrable Securities held by then outstanding, then the Initial Holders and EarlyBirdCapital Holders (the “Initial-EBC Demanding Holders”) and (b) the Southland Holders of at least a majority in interest of the then-outstanding number of Registrable Securities held by the Southland Holders (the “Southland Demanding Holders”), may make a written demand for Registration of all or part of their Registrable Securities, on (i) Form S-1 or (ii) if available, Form S-3, which in the case of either clause (i) or (ii), may be a shelf registration statement filed pursuant to Rule 415 under the Securities Act, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). The Company shall, promptly following within ten (10) days of the Company’s receipt thereof, give written notice of such request to all Holders, subject to the limitations of subsection 1.2(b), and shall effect as soon as practicable, and in any event shall use its best efforts to effect within one hundred twenty (180) days of the receipt of a Demand Registrationsuch request, notify, in writing, the registration under the Act of all other Holders of Registrable Securities that the Holders request to be registered within twenty (20) days of the mailing of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”) shall so notify the Company, in writing, within five (5) days after the receipt notice by the Holder of the notice from the Company. For the avoidance of doubt, to the extent a Requesting Holder also separately possesses Demand Registration rights pursuant to this Section 2.2, but is not the Holder who exercises such Demand Registration rights, the exercise by such Requesting Holder of its rights pursuant to the foregoing sentence shall not count as the exercise by it of one of its Demand Registration rights. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, subject to subsection 2.2.4 below, such Requesting Holder(sSection 1.8. (b) shall be entitled If the Holder initiating the registration request hereunder (the "Initiating Holder") intends to have their distribute the Registrable Securities included in covered by its request by means of an underwriting, it shall so advise the Company as a Registration part of its request made pursuant to a Demand Registration this Section 1.2 and the Company shall use include such information in the written notice referred to in subsection 1.2(a). The underwriter will be selected by the Company and shall be reasonably acceptable to the Initiating Holder. In such event, the right of any Holder to include its commercially reasonable efforts Registrable Securities in such registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to file a registration statement on Form S-1 or Form S-3, as applicable, as soon thereafter as practicable, but not more than forty-five the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (45) days following together with the Company’s receipt of ) enter into an underwriting agreement in customary form with the Demand Registration, underwriter or underwriters selected for Registration of all Registrable Securities requested such underwriting by the Demanding Holders and Requesting Holders pursuant to such Demand RegistrationCompany. The Company shall not be obligated to effect more than (A) an aggregate of three (3) Registrations pursuant to a Demand Registration initiated by the Initial Holders and/or EarlyBirdCapital Holders and (B) an aggregate of six (6) Registrations pursuant to a Demand Registration initiated by the Southland Holders, in each case under this subsection 2.2 with respect to any or all Registrable Securities; provided, however, that a Registration shall not be counted for such purposes unless a Registration Statement that may be available at such time has become effective and all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Demanding Holders and the Requesting Holders in such Registration have been sold, in accordance with Section 3.1 of this Agreement; provided further, that, notwithstanding Notwithstanding any other provision of this Agreement Section 1.2, if the underwriter advises the Initiating Holder in writing that marketing forces require a limitation of the number of shares to be underwritten, then the contrary, the Initial Initiating Holder shall so advise all Holders and EarlyBirdCapital Holders, on the one handof Registrable Securities that would otherwise be underwritten pursuant hereto, and the Southland Holdersnumber of shares of Registrable Securities that may be included in the underwriting shall be allocated among the Holders thereof, on including the other handInitiating Holder, may each demand not more than two in proportion (2as nearly as practicable) Demand Registrations or Shelf Underwritten Offerings, and to the amount of Registrable Securities of the Company shall not be obligated owned by each such Holder, including the Initiating Holder. To facilitate the allocation of shares in accordance with the above provisions, the company may round the number of shares allocated to participate in more than four (4) Demand Registrations or Shelf Underwritten Offerings, in any twelve (12)-month periodHolder to the nearest 100 shares.

Request for Registration. Subject to the provisions of subsection 2.2.5 and Sections 2.4 and 3.4 Section 3(b) ------------------------ hereof, upon notice provided at any time and from time to time after the date the Closing Date, each of (a) the Initial hereof by a written instrument executed by any one or more Holders and EarlyBirdCapital Holders requesting that the Company effect the registration under the Securities Act of at least a majority in interest any or all of the then-outstanding number of Registrable Securities held by the Initial Holders and EarlyBirdCapital such requesting Holders (but only if the “Initial-EBC Demanding Holders”) and (b) the Southland Holders of at least a majority in interest of the then-outstanding number of Registrable Securities held by the Southland Holders (the “Southland Demanding Holders”), may make a written demand for Registration of all or part of their Registrable Securities, on (i) Form S-1 or (ii) if available, Form S-3, which in the case of either clause (i) or (ii), may be a shelf registration statement filed pursuant to Rule 415 under the Securities Act, which written demand shall describe the amount and type of securities shares sought to be included in such Registration registration in aggregate by all such Holders equals or exceeds 10% or more of the shares of Common Stock then issued and outstanding (calculated on a fully diluted basis)) (such Holder or Holders, "Demanding Holder" or "Demanding Holders"), which notice shall specify the ---------------- ------------------ intended method or methods of disposition of such Registrable Securities, the Company shall prepare and file as soon as is reasonably practicable (but in no event more than 30 days after such request) with the Commission a registration statement with respect to such Registrable Securities and thereafter use its best efforts to cause such registration statement to be declared effective under the Securities Act and such Registrable Securities to be registered under applicable state securities laws as soon as is reasonably practicable for disposition in accordance with the intended method(s) method or methods of distribution disposition stated in such request. Subject to Section 3(b), the Company shall use its best efforts to keep each such registration statement continuously effective in order to permit the prospectus forming a part thereof (such written demand a “Demand Registration”). The Company shall, promptly following the Company’s receipt of a Demand Registration, notify, in writing, all other to be usable by Holders for resales of Registrable Securities for the effectiveness period referred in Section 9. Unless the Company shall elect to defer the Demand Registration as provided in Section 3(b), upon receipt of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registrationrequest, a “Requesting Holder”) the Company shall so notify the Company, in writing, within five (5) business days after receipt of such request, give written notice (the receipt by the Holder "Notice") of the notice from the Company. For the avoidance of doubt, such request to the extent a Requesting Holder also separately possesses Demand Registration rights pursuant to this Section 2.2, but is not the Holder who exercises such Demand Registration rights, the exercise by such Requesting Holder of its rights pursuant to the foregoing sentence shall not count as the exercise by it of one of its Demand Registration rights. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, subject to subsection 2.2.4 below, such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration all other Holders and the Company shall use its commercially reasonable ------ best efforts to file a registration statement on Form S-1 or Form S-3, as applicable, as soon thereafter as practicable, but not more than forty-five (45) days following register the Company’s receipt Registrable Securities of the Demand Registration, for Registration of originally requesting Holders and to include in such registration all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. The Company shall not be obligated to effect more than (A) an aggregate of three (3) Registrations pursuant to a Demand Registration initiated by the Initial Holders and/or EarlyBirdCapital Holders and (B) an aggregate of six (6) Registrations pursuant to a Demand Registration initiated by the Southland Holders, in each case under this subsection 2.2 with respect to any or all Registrable Securities; provided, however, that a Registration shall not be counted which the Company receives written requests for such purposes unless a Registration Statement that may be available at such time has become effective and all of inclusion therein within fifteen (15) business days after it gives the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Demanding Holders and the Requesting Holders in such Registration have been sold, in accordance with Section 3.1 of this Agreement; provided further, that, notwithstanding any other provision of this Agreement Notice to the contrary, the Initial Holders and EarlyBirdCapital applicable Holders, on the one hand, and the Southland provided that such additional Holders shall be deemed Demanding Holders, on the other hand, may each demand not more than two (2) Demand Registrations or Shelf Underwritten Offerings, and the Company shall not be obligated to participate in more than four (4) Demand Registrations or Shelf Underwritten Offerings, in any twelve (12)-month period.

Request for Registration. Subject to the provisions of subsection 2.2.5 and Sections 2.4 and 3.4 Section 2.1(e) hereof, at any time and from time to time on or after the date the Closing Datehereof, each of (a) the Initial Holders and EarlyBirdCapital Holders of at least a majority in interest of the then-outstanding number of Registrable Securities held by the Initial Holders and EarlyBirdCapital Holders (the “Initial-EBC Demanding Holders”) and (b) the Southland Holders of at least a majority in interest of the then-outstanding number of Registrable Securities held by the Southland Holders (the “Southland Demanding Holders”), may make a written demand for Registration of all or part of their Registrable Securities, on (i) Form S-1 or (ii) if available, Form S-3, which in the case Securities with a fair market value of either clause (i) or (ii), may be a shelf registration statement filed pursuant to Rule 415 under the Securities Actat least $50 million, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). The Company PubCo shall, promptly following the Companywithin thirty (30) calendar days of PubCo’s receipt of a the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”) shall so notify the CompanyPubCo, in writing, within five three (53) days Business Days after the receipt by the Holder of the notice from the Company. For the avoidance of doubt, to the extent a Requesting Holder also separately possesses Demand Registration rights pursuant to this Section 2.2, but is not the Holder who exercises such Demand Registration rights, the exercise by such Requesting Holder of its rights pursuant to the foregoing sentence shall not count as the exercise by it of one of its Demand Registration rightsPubCo. Upon receipt by the Company PubCo of any such written notification from a Requesting Holder(s) to the Company, subject to subsection 2.2.4 belowPubCo, such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company PubCo shall use its commercially reasonable efforts to file a registration statement on Form S-1 or Form S-3, as applicableeffect, as soon thereafter as practicable, but not more than forty-five sixty (4560) calendar days following the Companyafter PubCo’s receipt of the Demand Registration, for the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. The Company Under no circumstances shall not PubCo be obligated to effect more than one (A1) an aggregate of three (3) Registrations Registration in any 12-month period pursuant to a Demand Registration initiated by the Initial Holders and/or EarlyBirdCapital Holders and (B) an aggregate of six (6) Registrations pursuant to a Demand Registration initiated by the Southland Holders, in each case under this subsection 2.2 Section 2.1(b) with respect to any or all Registrable Securities; provided, however, . Each Holder agrees that a such Holder shall treat as confidential the receipt of the notice of Demand Registration and shall not be counted for disclose or use the information contained in such purposes unless a notice of Demand Registration Statement that may be available at without the prior written consent of PubCo or until such time has become effective and all as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the Holder in breach of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Demanding Holders and the Requesting Holders in such Registration have been sold, in accordance with Section 3.1 terms of this Agreement; provided further, that, notwithstanding any other provision of this Agreement to the contrary, the Initial Holders and EarlyBirdCapital Holders, on the one hand, and the Southland Holders, on the other hand, may each demand not more than two (2) Demand Registrations or Shelf Underwritten Offerings, and the Company shall not be obligated to participate in more than four (4) Demand Registrations or Shelf Underwritten Offerings, in any twelve (12)-month period.

Request for Registration. Subject (i) From and after the earlier of (i) 180 days following a Qualified Public Offering or (ii) the effective date of a shelf registration statement with respect to the provisions resale of subsection 2.2.5 and Sections 2.4 and 3.4 hereofshares of Common Stock sold pursuant to a private offering of Common Stock, at any time and from time to time after the date the Closing Date, each of (a) Sponsor Demand Holder, assuming such Sponsor Demand Holder holds in the Initial Holders and EarlyBirdCapital Holders of aggregate at least a majority in interest 5% of the thenCompany’s Fully-outstanding number of Registrable Securities held by the Initial Holders and EarlyBirdCapital Holders (the “Initial-EBC Demanding Holders”) and Diluted Common Stock, or (b) any Non-Sponsor Demand Holder, assuming all Non-Sponsor Demand Holders collectively hold in the Southland Holders of aggregate at least a majority in interest 5% of the thenCompany’s Fully-outstanding number of Registrable Securities held by the Southland Holders (the “Southland Demanding Holders”)Diluted Common Stock, may make a written demand request of the Company (a “Demand Request”) to have the Company effect a registration under the Securities Act (a “Demand Registration”) for Registration the sale of all or part of their Registrable Securities, on (i) Form S-1 or (ii) if available, Form S-3, which in the case of either clause (i) or (ii), may be a shelf registration statement filed pursuant to Rule 415 under the Securities Act, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). The Company shall, promptly following the Company’s Following receipt of a such Demand RegistrationRequest, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes the Company shall be required to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant use commercially reasonable efforts to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”) shall so notify the Company, in writing, within five (5) days after the receipt by the Holder of the notice from the Company. For the avoidance of doubt, to the extent a Requesting Holder also separately possesses Demand Registration rights pursuant to this Section 2.2, but is not the Holder who exercises effect such Demand Registration rights, subject to the exercise terms hereof; provided that the Registrable Securities proposed to be offered by the Requesting Holders in any such Requesting Holder Demand Request must have a reasonably anticipated aggregate offering price of its rights at least $20,000,000 net of underwriting discounts and commissions; and provided further that (x) each of StepStone/Citi and Energy Spectrum shall be entitled to make no more than three Demand Requests pursuant to the foregoing sentence shall not count as the exercise by it of one of its Demand Registration rights. Upon receipt by the Company of any such written notification from a Requesting Holder(sprovisions and (y) to the Company, subject to subsection 2.2.4 paragraph (b) below, the Non-Sponsor Demand Holders (regardless of whether certain Non-Sponsor Demand Holders do not participate in such Requesting Holder(sDemand Request) shall be entitled to have their Registrable Securities included make no more than two Demand Requests in a Registration the aggregate pursuant to a Demand Registration the foregoing provisions; and provided further that, with respect to clauses (x) and (y) above, the Company shall use its commercially reasonable efforts to file a registration statement on Form S-1 or Form S-3, as applicable, as soon thereafter as practicable, but not more than forty-five (45) days following the Company’s receipt of the Demand Registration, for Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. The Company shall not be obligated to effect more than (A) an aggregate of three (3) Registrations pursuant to a one Demand Registration initiated by at the Initial request of any of the Demand Holders and/or EarlyBirdCapital Holders and (B) an aggregate of six (6) Registrations pursuant to a Demand Registration initiated by the Southland Holders, in each case under this subsection 2.2 with respect to any or all Registrable Securities; provided, however, that a Registration shall not be counted for such purposes unless a Registration Statement that may be available at six-month period. After such time has become effective and all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Demanding Holders and the Requesting Holders in such Registration have been sold, in accordance with Section 3.1 of this Agreement; provided further, that, notwithstanding any other provision of this Agreement to the contrary, the Initial Holders and EarlyBirdCapital Holders, on the one hand, and the Southland Holders, on the other hand, may each demand not more than two (2) Demand Registrations or Shelf Underwritten Offerings, and as the Company shall not become eligible to use Form S-3 (or comparable form) for the registration under the Securities Act of any of its securities, any Demand Request by a Sponsor Holder with a reasonably anticipated aggregate offering price of at least $50,000,000 may be obligated for a “shelf” registration pursuant to participate Rule 415 under the Securities Act; provided that if a Sponsor Holder requests that any such “shelf” registration statement remain effective for a period in more than four (4) excess of two years, such “shelf” registration shall count as two Demand Registrations or Shelf Underwritten Offerings, in any twelve (12)-month periodRequests for the purposes of this Section 2.1(a).

Request for Registration. Subject to the provisions of subsection 2.2.5 and Sections 2.4 and 3.4 hereof, If at any time and from time to time after the date the Closing Date, each earlier of (ai) one hundred twenty (120) days after any registration statement covering a public offering of securities of the Corporation under the Securities Act having become effective and (ii) the Initial Holders and EarlyBirdCapital fourth anniversary of the date of this Agreement, the Corporation shall receive a written request (specifying that it is being made pursuant to this Section 2) from the Holder or Holders of at least a majority in interest twenty-five percent (25%) of the then-then outstanding number Registrable Securities (and, solely for purposes of calculating such percentages (and not for any other purpose) any shares of Common Stock issued either to Bachovchin or to Kxxxxxx pursuant to the exercise of stock options heretofore or hereafter granted either to Bachovchin or to Kxxxxxx shall be excluded from the definition of Registrable Securities held by Securities) that the Initial Holders and EarlyBirdCapital Holders (the “Initial-EBC Demanding Holders”) and (b) the Southland Holders of at least Corporation file a majority in interest of the then-outstanding number of Registrable Securities held by the Southland Holders (the “Southland Demanding Holders”), may make a written demand for Registration of all or part of their Registrable Securities, on (i) Form S-1 or (ii) if available, Form S-3, which in the case of either clause (i) or (ii), may be a shelf registration statement filed pursuant to Rule 415 under the Securities Act, which written demand shall describe or a similar document pursuant to any other statute then in effect corresponding to the amount and type Securities Act, covering the registration of securities to be included in such Registration and at least the intended method(slesser of (i) at least twenty-five percent (25%) of distribution thereof the then outstanding Registrable Securities or (such written demand a “Demand Registration”). The Company shallii) the number of Registrable Securities having an aggregate expected offering price to the public of at least $5,000,000, then the Corporation shall promptly following the Company’s receipt of a Demand Registration, notify, in writing, notify all other Holders of such request and shall use its best efforts to cause all Registrable Securities that Holders have requested be registered to be registered under the Securities Act; provided, that if the request hereunder is for an initial public offering, the reasonably anticipated aggregate price to the public of such demandinitial public offering, including all securities to be sold by the Corporation and all shares of Registrable Stock as to which registration shall have been requested, shall be greater than $10,000,000, and each Holder the managing underwriter (or co-managing underwriter) of such offering shall be an underwriter with a national reputation for serving as managing underwriter for initial public offerings selected by the Corporation and reasonably acceptable to a majority of the Holders of the Registrable Securities who thereafter wishes being sold in such offering. Notwithstanding the foregoing: (a) the Corporation shall not be obligated to include all or effect a portion of such Holder’s Registrable Securities in a Registration registration pursuant to this Section 2 during the period starting with the date sixty (60) days prior to the Corporation’s estimated date of filing of, and ending on a Demand Registration date one hundred twenty (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration120) days following the effective date of, a “Requesting Holder”registration statement pertaining to an underwritten public offering of securities for the account of the Corporation, provided that the Corporation is actively employing in good faith its best efforts to cause such registration statement to become effective and that the Corporation’s estimate of the date of filing such registration statement is made in good faith; (b) the Corporation shall so notify the Company, in writing, within five not be obligated to effect a registration pursuant to this Section 2 one hundred twenty (5120) days after the receipt by the Holder effective date of the notice from the Company. For the avoidance of doubt, to the extent a Requesting Holder also separately possesses Demand Registration rights prior registration effected pursuant to this Section 2.2, but is not 2; (c) if the Holder who exercises such Demand Registration rights, the exercise by such Requesting Holder of its rights pursuant Corporation shall furnish to the foregoing sentence shall not count as the exercise by it of one of its Demand Registration rights. Upon receipt Holders a certificate signed by the Company President of any such written notification from a Requesting Holder(s) the Corporation stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the CompanyCorporation or its stockholders for a registration statement to be filed in the near future, subject then the Corporation’s obligation to subsection 2.2.4 below, such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall use its commercially reasonable best efforts to file a registration statement on Form S-1 or Form S-3shall be deferred for a period not to exceed three (3) months and (d) unless the Holders agree to bear the costs of any special audit, as applicable, as soon thereafter as practicable, but not more than forty-five (45) days following the Company’s receipt of the Demand Registration, for Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders Corporation may postpone a registration pursuant to this Section 2 for such Demand Registrationperiod of time as may be necessary to permit the use of regular audited year end figures with supplemental short period figures, provided that such postponement shall not exceed three (3) months, after which time the Corporation shall bear the cost of any such special audit as may still be required. The Company Corporation shall not be obligated to effect more than (A) an aggregate of three (3) Registrations registrations pursuant to this Section 2. Any request for registration under this Section 2 must be for a Demand Registration initiated firm commitment underwritten public offering to be managed by an underwriter or underwriters of recognized national standing selected by the Initial Holders and/or EarlyBirdCapital Holders Corporation and (B) an aggregate of six (6) Registrations pursuant reasonably acceptable to a Demand Registration initiated by majority of the Southland Holders, in each case under this subsection 2.2 with respect to any or all Registrable Securities; provided, however, that a Registration shall not be counted for such purposes unless a Registration Statement that may be available at such time has become effective and all Holders of the Registrable Securities requested being sold in such offering. At any time before a registration statement filed pursuant to this Section 2 becomes effective, the Holders of a majority of Registrable Securities included in such registration statement may request that the Corporation withdraw or not file such registration statement. In that event, unless such request of withdrawal was caused by, or made in response to, a material adverse effect or a similar event related to the business, properties, condition, operations or prospects of the Corporation not known (without imputing the knowledge of any other person to such Holders) by the Requesting Holders initiating such request at the time their request was made, or other material facts not known to be registered on behalf of such Holders at the Demanding Holders and the Requesting Holders in such Registration have been sold, in accordance with Section 3.1 of this Agreement; provided further, that, notwithstanding any other provision of this Agreement to the contrarytime their request was made, the Initial Holders and EarlyBirdCapital Holdersshall be deemed to have used one of their registration rights under this Section 2; provided, on that the one hand, and the Southland Holders, on the other hand, may each demand not more than two (2) Demand Registrations or Shelf Underwritten Offerings, and the Company Holders shall not be obligated deemed to participate have used one of their registration rights under this Section 2 if the Holders of the Registrable Securities included in more than four (4) Demand Registrations or Shelf Underwritten Offerings, such registration statement agree to reimburse the Corporation for its reasonable out-of-pocket expenses in any twelve (12)-month periodconnection with such withdrawn registration statement.

Request for Registration. Subject to the provisions of subsection 2.2.5 2.1.4 and Sections Section 2.4 and 3.4 hereof, at any time and from time to time on or after the date the Closing DateCompany consummates the Business Combination, each of (ai) the Initial Holders and EarlyBirdCapital Holders of at least a majority in interest of the then-outstanding number of Registrable Securities held by the Initial Holders and EarlyBirdCapital Holders Sponsors, officers or directors of the Company or their affiliates, or the transferees of the foregoing or (ii) Cantor and/or its designees (the “Initial-EBC Demanding Holders”) and (b) the Southland Holders of at least a majority in interest of the then-outstanding number of Registrable Securities held by the Southland Holders (the “Southland Demanding Holders”), may make a written demand for Registration under the Securities Act of all or part of their Registrable Securities, on (i) Form S-1 or (ii) if available, Form S-3, which in the case of either clause (i) or (ii), may be a shelf registration statement filed pursuant to Rule 415 under the Securities Act, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). The Company shall, promptly following within ten (10) days of the Company’s receipt of a the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”) shall so notify the Company, in writing, within five (5) days Business Days after the receipt by the Holder of the notice from the Company. For the avoidance of doubt, to the extent a Requesting Holder also separately possesses Demand Registration rights pursuant to this Section 2.2, but is not the Holder who exercises such Demand Registration rights, the exercise by such Requesting Holder of its rights pursuant to the foregoing sentence shall not count as the exercise by it of one of its Demand Registration rights. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, subject to subsection 2.2.4 below, such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall use its commercially reasonable efforts to file a registration statement on Form S-1 or Form S-3, as applicableeffect, as soon thereafter as practicable, but not more than forty-forty five (45) days following immediately after the Company’s receipt of the Demand Registration, for the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. The Under no circumstances shall the Company shall not be obligated to effect more than (A) an aggregate of three (3) Registrations pursuant to a Demand Registration initiated by the Initial Holders and/or EarlyBirdCapital Holders and (B) an aggregate of six (6) Registrations pursuant to a Demand Registration initiated by the Southland Holders, in each case under this subsection 2.2 2.1.1 with respect to any or all Registrable Securities, including one (1) Demand Registration on behalf of Cantor and/or its designees; provided, however, that a Registration shall not be counted for such purposes unless a Registration Statement Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Demanding Holders and the Requesting Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1 of this Agreement; provided further, that, notwithstanding any other provision of this Agreement to the contrary, the Initial Holders and EarlyBirdCapital Holders, on the one hand, and the Southland Holders, on the other hand, may each demand not more than two (2) Demand Registrations or Shelf Underwritten Offerings, and the Company shall not be obligated to participate in more than four (4) Demand Registrations or Shelf Underwritten Offerings, in any twelve (12)-month period.

Request for Registration. Subject to the provisions of subsection 2.2.5 and Sections 2.4 and 3.4 hereof, If at any time and from time to time more than three years after the date of this Agreement the Closing DateCorporation shall receive a written request (specifying that it is being made pursuant to this Section 2) from the Holder or Holders of more than thirty percent (30%) of the then outstanding Registrable Securities that the Corporation file a registration statement under the Act, each or a similar document pursuant to any other statute then in effect corresponding to the Act, then the Corporation shall promptly notify all other Holders of such request and shall use its best efforts to cause to be registered under the Act all Registrable Securities that Holders have requested be so registered under the Act. The foregoing notwithstanding, (a) the Initial Holders and EarlyBirdCapital Holders Corporation shall not be obligated to effect a registration pursuant to this Section 2 that would become effective less than six months after the effective date of at least a majority in interest of the then-outstanding number of Registrable Securities held any prior registration effected by the Initial Holders and EarlyBirdCapital Holders (the “Initial-EBC Demanding Holders”) and Corporation pursuant to this Section 2; (b) the Southland Holders of Corporation shall not be obligated to effect a registration pursuant to this Section 2 unless such registration would include at least a majority in interest twenty percent (20%) of the then-aggregate of the shares of Common Stock issuable upon conversion of the outstanding number shares of Preferred Stock and the shares of Common Stock issued to SunOpta under the Share Purchase Agreement and upon exercise of the SunOpta Warrant and the aggregate price to the public of Registrable Securities held by the Southland Holders (the “Southland Demanding Holders”), may make a written demand for Registration of all or part of their Registrable Securities, on (i) Form S-1 or (ii) if available, Form S-3, which in the case of either clause (i) or (ii), may be a shelf registration statement filed pursuant to Rule 415 under the Securities Act, which written demand shall describe the amount and type of securities to be included in such Registration and registration statement for the intended method(saccount of selling Holders is reasonably anticipated to exceed $5,000,000; (c) of distribution thereof (such written demand the Corporation shall not be obligated to effect a “Demand Registration”). The Company shall, promptly following the Company’s receipt of a Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”) shall so notify the Company, in writing, within five (5) days after the receipt by the Holder of the notice from the Company. For the avoidance of doubt, to the extent a Requesting Holder also separately possesses Demand Registration rights registration pursuant to this Section 2.22 during the period starting with the date that is ninety (90) days prior to the Corporation’s estimated date of filing of, but and ending on a date that is not one hundred eighty (180) days following the Holder who exercises such Demand Registration rightseffective date of, a registration statement pertaining to an underwritten public offering of securities for the exercise by such Requesting Holder account of the Corporation, provided that (i) the Corporation delivers notice to the Holders within 30 days of its rights pursuant receipt of the written request from the Holders, (ii) the Corporation is actively employing in good faith its best efforts to cause such registration statement to become effective and (iii) the Corporation’s estimate of the date of filing such registration statement is made in good faith; (d) if the Corporation shall furnish to the foregoing sentence shall not count as the exercise by it of one of its Demand Registration rights. Upon receipt Holders a certificate signed by the Company President of any such written notification from a Requesting Holder(s) the Corporation stating that in the good faith judgment of the Board of Directors it would be detrimental to the CompanyCorporation or its stockholders for a registration statement to be filed in the near future, subject then the Corporation’s obligation to subsection 2.2.4 below, such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall use its commercially reasonable best efforts to file a registration statement on Form S-1 or Form S-3shall be deferred for a period not to exceed three (3) months, as applicableprovided, as soon thereafter as practicablehowever, but that the Corporation may not obtain a deferral pursuant to this clause (d) more than fortyonce in any twelve (12) month period; (e) the Corporation may postpone a registration pursuant to this Section 2 for such period of time as may be required to permit the use of regular audited year-five end figures with supplemental short period figures for a period not exceeding three months, unless the Holders agree to bear the costs of any special audit required by the underwriters; and for all purposes of this Section 2, shares of Preferred Stock or Common Stock held by Pinnacle (45collectively, “Warrant Shares”) days following the Company’s receipt as a result of the Demand Registrationexercise or conversion of (i) a certain warrant issued to Pinnacle by the Corporation on October 6, for Registration of all 2006 or (ii) certain warrants issued to Pinnacle by the Corporation on February 5, 2008, shall not be considered Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registrationhereunder. The Company Corporation shall not be obligated to effect more than (A) an aggregate of three (3) Registrations two registrations pursuant to a Demand Registration initiated by the Initial Holders and/or EarlyBirdCapital Holders and (B) an aggregate of six (6) Registrations pursuant to a Demand Registration initiated by the Southland Holders, in each case under this subsection 2.2 with respect to any or all Registrable SecuritiesSection 2; provided, however, that if, for any reason, a Registration shall not be counted for such purposes unless a Registration Statement that may be available at such time has registration pursuant to this Section 2 fails to become effective and provide for the distribution of all of the Registrable Securities that Holders have requested be registered, such failed registration shall not reduce the number of registrations afforded the Holders by this Section 2. Any request for registration under this Section 2 must be for a firm commitment underwritten public offering to be managed by an underwriter or underwriters of recognized national or regional standing selected by the Requesting Holders to be registered on behalf Corporation. Notwithstanding the foregoing, a registration that is terminated or abandoned at the direction of a majority in interest of the Demanding selling Holders and shall count as a registration under this Section 2 unless either: (i) the Requesting selling Holders shall pay or reimburse the Corporation for the registration expenses reasonably incurred in connection with such Registration have been sold, in accordance with Section 3.1 terminated or abandoned registration or (ii) such registration is terminated or abandoned as a result of this Agreement; provided further, that, notwithstanding any other provision (x) material adverse information concerning the business or financial condition of this Agreement the Corporation that is made known to the contrary, selling Holders after the Initial Holders and EarlyBirdCapital Holders, date on which such registration was requested or (y) a material adverse change in the one hand, and the Southland Holders, on the other hand, may each demand not more than two (2) Demand Registrations or Shelf Underwritten Offerings, and the Company shall not be obligated to participate in more than four (4) Demand Registrations or Shelf Underwritten Offerings, in any twelve (12)-month periodCorporation’s stock price.

Request for Registration. Subject to the provisions of subsection 2.2.5 and Sections 2.4 and 3.4 Section 2.1(f) hereof, at any time and from time to time on or after the date the Closing Datehereof, each of (a) the Initial Holders and EarlyBirdCapital Holders of at least a majority in interest of the then-outstanding number of Registrable Securities held by the Initial Holders and EarlyBirdCapital Holders (the “Initial-EBC Demanding Holders”) and (b) the Southland Holders of at least a majority in interest of the then-outstanding number of Registrable Securities held by the Southland Holders (the “Southland Demanding Holders”), may make a written demand for Registration of all or part of their Registrable Securities, on (i) Form S-1 or (ii) if available, Form S-3, which in the case Securities with a fair market value of either clause (i) or (ii), may be a shelf registration statement filed pursuant to Rule 415 under the Securities Actat least $50 million, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). The Company Pubco shall, promptly following the Companywithin seven calendar days of Pubco’s receipt of a the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”) shall so notify the CompanyPubco, in writing, within five (5) days three Business Days after the receipt by the Holder of the notice from the Company. For the avoidance of doubt, to the extent a Requesting Holder also separately possesses Demand Registration rights pursuant to this Section 2.2, but is not the Holder who exercises such Demand Registration rights, the exercise by such Requesting Holder of its rights pursuant to the foregoing sentence shall not count as the exercise by it of one of its Demand Registration rightsPubco. Upon receipt by the Company Pubco of any such written notification from a Requesting Holder(s) to the Company, subject to subsection 2.2.4 belowPubco, such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company Pubco shall use its commercially reasonable efforts to file a registration statement on Form S-1 or Form S-3, as applicableeffect, as soon thereafter as practicable, but not more than forty-five (45) 60 calendar days following the Companyafter Pubco’s receipt of the Demand Registration, for the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. The Company Under no circumstances shall not Pubco be obligated to effect more than (A) an aggregate of three (3) Registrations one Registration in any 12-month period pursuant to a Demand Registration initiated by the Initial Holders and/or EarlyBirdCapital Holders and (B) an aggregate of six (6) Registrations pursuant to a Demand Registration initiated by the Southland Holders, in each case under this subsection 2.2 Section 2.1(b) with respect to any or all Registrable Securities; provided, however, . Each Holder agrees that a such Holder shall treat as confidential the receipt of the notice of Demand Registration and shall not be counted for disclose or use the information contained in such purposes unless a notice of Demand Registration Statement that may be available at without the prior written consent of Pubco or until such time has become effective and all as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the Holder in breach of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Demanding Holders and the Requesting Holders in such Registration have been sold, in accordance with Section 3.1 terms of this Agreement; provided further, that, notwithstanding any other provision of this Agreement to the contrary, the Initial Holders and EarlyBirdCapital Holders, on the one hand, and the Southland Holders, on the other hand, may each demand not more than two (2) Demand Registrations or Shelf Underwritten Offerings, and the Company shall not be obligated to participate in more than four (4) Demand Registrations or Shelf Underwritten Offerings, in any twelve (12)-month period.

Request for Registration. Subject Following expiration of the Lock-Up Period and subject to the provisions of subsection 2.2.5 2.1.4 and Sections Section 2.4 and 3.4 hereof, at any time and from time to time after time, the date the Closing Date, each of (a) the Initial Holders and EarlyBirdCapital Holders of at least a majority 10% in interest of the then-outstanding number of Registrable Securities held by the Initial Holders and EarlyBirdCapital Holders (the “Initial-EBC Demanding Holders”) and (b) the Southland Holders of at least a majority in interest of the then-outstanding number of Registrable Securities held by the Southland Holders (the “Southland Demanding Holders”), may make a written demand for Registration of all or part of their Registrable Securities, on (i) Form S-1 or (ii) if available, Form S-3, which in the case of either clause (i) or (ii), may be a shelf registration statement filed pursuant to Rule 415 under the Securities Act, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). The Company shall, promptly following Within three (3) Business Days of the Company’s receipt of a the Demand Registration, if the Company has not already caused such Registrable Securities to be registered on a Shelf Registration Statement that the Company then has on file with, and has been declared effective by, the Commission and that remains in effect and not subject to any stop order, injunction or other order or requirement of the Commission (in which event the Company shall be deemed to have satisfied its registration obligation under this subsection 2.1.1), the Company shall notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”) shall so notify the Company, in writing, within five (5) days Business Days after the receipt by the Holder of the notice from the Company. For the avoidance of doubt, to the extent a Requesting Holder also separately possesses Demand Registration rights pursuant to this Section 2.2, but is not the Holder who exercises such Demand Registration rights, the exercise by such Requesting Holder of its rights pursuant to the foregoing sentence shall not count as the exercise by it of one of its Demand Registration rights. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, subject to subsection 2.2.4 below, such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall use its commercially reasonable efforts to file a registration statement on Form S-1 or Form S-3, as applicableeffect, as soon thereafter as practicable, but not more than forty-forty five (45) days following after the Company’s receipt of the Demand Registration, for the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. The Under no circumstances shall the Company shall not be obligated to effect more than (A) an aggregate of three five (35) Registrations pursuant to a Demand Registration initiated by the Initial Holders and/or EarlyBirdCapital Holders and (B) an aggregate of six (6) Registrations pursuant to a Demand Registration initiated by the Southland Holders, in each case under this subsection 2.2 2.1.1 with respect to any or all Registrable SecuritiesSecurities ; provided, however, that a Registration shall not be counted for such purposes unless a Registration Statement that may be available at such time has become effective and all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Demanding Holders and the Requesting Holders in such Registration Statement have been sold, in accordance with Section 3.1 of this Agreement; provided further, that, notwithstanding any other provision of this Agreement to the contrary, the Initial Holders and EarlyBirdCapital Holders, on the one hand, and the Southland Holders, on the other hand, may each demand not more than two (2) Demand Registrations or Shelf Underwritten Offerings, and the Company shall not be obligated to participate in more than four (4) Demand Registrations or Shelf Underwritten Offerings, in any twelve (12)-month period.

Request for Registration. Subject to the provisions of subsection 2.2.5 Section 2.2.4 and Sections Section 2.4 and 3.4 hereof, at any time and from time if the Company is ineligible to time after use a Shelf Registration Statement or if the date Shelf Registration Statement is otherwise unavailable to the Closing DateCompany, each of (a) the Initial Holders and EarlyBirdCapital Holders of at least a majority in interest of the then-outstanding number of Registrable Securities held by the Initial Holders and EarlyBirdCapital Holders (the “Initial-EBC Demanding Holders”) and (b) the Southland Holders of at least a majority in interest of the then-outstanding number of Registrable Securities held by the Southland Holders (the “Southland Demanding Holders”), may make a written demand for that the Company promptly prepare and file a Registration Statement (a “Demand Registration Statement”) under the Securities Act of all or part of their Registrable Securities, on Securities having an anticipated aggregate offering price of the lesser of (ia) Form S-1 or the value of all the Registrable Securities held by the Holder and (iib) if available, Form S-3, which in the case of either clause (i) or (ii), may be a shelf registration statement filed pursuant to Rule 415 under the Securities Act$20,000,000, which written demand shall describe the amount and type of securities security to be included in such Demand Registration Statement and the intended method(s) of distribution thereof thereof, which may include delayed distribution pursuant to Rule 415 under the Securities Act (such written demand a “Demand Registration”). The Company shall, promptly following within ten (10) days of the Company’s receipt of a the Demand Registration, notify, in writing, all other Holders of Registrable Securities Securities, if any, of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Demand Registration, a “Requesting Holder”) shall so notify the Company, in writing, within five (5) business days after the receipt by the Holder of the notice from the Company. For the avoidance of doubt, to the extent a Requesting Holder also separately possesses Demand Registration rights pursuant to this Section 2.2, but is not the Holder who exercises such Demand Registration rights, the exercise by such Requesting Holder of its rights pursuant to the foregoing sentence shall not count as the exercise by it of one of its Demand Registration rights. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, subject to subsection 2.2.4 below), such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a such Demand Registration and the Company shall use its commercially reasonable efforts to file a registration statement on Form S-1 or Form S-3, as applicableeffect, as soon thereafter as practicable, but not more than forty-five (45) days following the Company’s receipt of the Demand Registration, for Registration of all Registrable Securities requested by the Demanding Holders Holder(s) and Requesting Holders Holder(s) pursuant to such Demand Registration, including by filing a Demand Registration Statement relating thereto as soon as practicable, but not more than thirty (30) days immediately after the Company’s receipt of the Demand Registration. The Under no circumstances shall the Company shall not be obligated to effect obtain effectiveness of more than two (A2) an aggregate of three (3) Registrations pursuant to a Demand Registration initiated by the Initial Holders and/or EarlyBirdCapital Holders and (B) an aggregate of six (6) Registrations pursuant to a Demand Registration initiated by the Southland Holders, in each case Statements under this subsection 2.2 Section 2.2.1 with respect to any or all Registrable Securities; provided, however, that a Registration shall not be counted for such purposes unless a Registration Statement that may be available at such time has become effective and all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Demanding Holders and the Requesting Holders in such Registration have been sold, in accordance with Section 3.1 of this Agreement; provided further, that, notwithstanding any other provision of this Agreement to the contrary, the Initial Holders and EarlyBirdCapital Holders, on the one hand, and the Southland Holders, on the other hand, may each demand not more than two (2) Demand Registrations or Shelf Underwritten Offerings, and the Company shall not be obligated to participate in more than four (4) Demand Registrations or Shelf Underwritten Offerings, in within any twelve (12)-month 12) month period.

Request for Registration. Subject to the provisions of subsection 2.2.5 2.1.4 and Sections Section 2.4 and 3.4 hereof, at any time and from time to time on or after the date the Closing Datehereof, each of (a) the Initial New Holders and EarlyBirdCapital Holders of holding at least a majority in majority-in-interest of the then-outstanding number of Registrable Securities held by the Initial Holders and EarlyBirdCapital all New Holders (the “Initial-EBC Demanding New Holders”) and or (b) the Southland Original Holders of holding at least a majority in majority-in-interest of the then-outstanding number of Registrable Securities held by the Southland all Original Holders (the “Southland Demanding Original Holders” and, together with the Demanding New Holders, the “Demanding Holders”), ) may make a written demand for Registration of all or part of their Registrable Securities, on (i) Form S-1 or (ii) if available, Form S-3, which in the case of either clause (i) or (ii), may be a shelf registration statement filed pursuant to Rule 415 under the Securities Act, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). The Company True Velocity shall, promptly following the Companywithin twenty (20) days of True Velocity’s receipt of a the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”) shall so notify the CompanyTrue Velocity, in writing, within five (5) business days after the receipt by the Holder of the notice from the Company. For the avoidance of doubt, to the extent a Requesting Holder also separately possesses Demand Registration rights pursuant to this Section 2.2, but is not the Holder who exercises such Demand Registration rights, the exercise by such Requesting Holder of its rights pursuant to the foregoing sentence shall not count as the exercise by it of one of its Demand Registration rightsTrue Velocity. Upon receipt by the Company True Velocity of any such written notification from a Requesting Holder(s) to the Company, subject to subsection 2.2.4 belowTrue Velocity, such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company True Velocity shall use its commercially reasonable efforts to file a registration statement on Form S-1 or Form S-3, as applicablefile, as soon thereafter as practicable, but not more than forty-five thirty (4530) days following the Companyimmediately after True Velocity’s receipt of the Demand Registration, for the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. The Company Under no circumstances shall not True Velocity be obligated to effect more than (A) an aggregate of three (3) Demand Registrations pursuant to a Demand Registration initiated by the Initial Holders and/or EarlyBirdCapital Holders and (B) an aggregate of six (6) Registrations pursuant to a Demand Registration initiated by the Southland Holders, in each case under this subsection 2.2 2.1.1 with respect to any or all of the Registrable Securities; provided, however, that in no event shall the Original Holders be entitled to more than or less than one (1) Demand Registration; provided, further that a Registration shall not be counted for such purposes unless a Registration Statement Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all of effective. Notwithstanding the provisions set forth herein, the right to a Demand Registration set forth under this subsection 2.1.1 with respect to the Registrable Securities requested held by the Requesting Holders to be registered Sponsor shall terminate on behalf the fifth anniversary of the Demanding Holders and effective date of Breeze’s Registration Statement on Form S-1 (File No 333-249677) (the Requesting Holders in such Registration have been sold, in accordance with Section 3.1 of this Agreement; provided further, that, notwithstanding any other provision of this Agreement to the contrary, the Initial Holders and EarlyBirdCapital Holders, on the one hand, and the Southland Holders, on the other hand, may each demand not more than two (2) Demand Registrations or Shelf Underwritten Offerings, and the Company shall not be obligated to participate in more than four (4) Demand Registrations or Shelf Underwritten Offerings, in any twelve (12)-month period“Effective Date”).

Request for Registration. Subject to the provisions of subsection 2.2.5 2.2.4 hereof and Sections 2.4 and 3.4 hereofprovided that the Company does not have an effective Registration Statement pursuant to subsection 2.1 outstanding covering the Registrable Securities, at any time and from time to time after the date the Closing Date, each of (a) the Initial Holders and EarlyBirdCapital Holders of at least a majority in majority-in-interest of the then-then outstanding number of Registrable Securities held by the Initial HeartFlow Holders and EarlyBirdCapital or the Sponsor Group Holders (the “Initial-EBC Demanding Holders”) and (b) the Southland Holders of at least a majority in interest of the then-outstanding number of Registrable Securities held by the Southland Holders (the “Southland Demanding Holders”), in each case, may make a written demand for Registration of all or part of their Registrable Securities, on (i) Form S-1 or (ii) if available, Form S-3, which in the case of either clause (i) or (ii), may be a shelf registration statement filed pursuant to Rule 415 under the Securities Act, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). The Company shall, promptly following within ten (10) days of the Company’s receipt of a the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”) shall so notify the Company, in writing, within five (5) days after the receipt by the Holder of the notice from the Company. For the avoidance of doubt, to the extent a Requesting Holder also separately possesses Demand Registration rights pursuant to this Section 2.2, but is not the Holder who exercises such Demand Registration rights, the exercise by such Requesting Holder of its rights pursuant to the foregoing sentence shall not count as the exercise by it of one of its Demand Registration rights. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, subject to subsection 2.2.4 below, such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall use its commercially reasonable efforts to file a registration statement on Form S-1 or Form S-3, as applicableeffect, as soon thereafter as practicable, but not more than forty-five (45) days following the Company’s receipt of the Demand Registration, for Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration, including by filing a Registration Statement relating thereto as soon as practicable, but not more than forty-five (45) days immediately after the Company’s receipt of the Demand Registration. The Under no circumstances shall the Company shall not be obligated to effect more than (A) an aggregate of three (3) Registrations pursuant to a Demand Registration initiated by the Initial Holders and/or EarlyBirdCapital Holders and (B) an aggregate of six (6) Registrations pursuant to a Demand Registration initiated by the Southland Holders, in each case under this subsection 2.2 2.1.1 with respect to any or all Registrable Securities; provided, however, that a Registration pursuant to a Demand Registration shall not be counted for such purposes unless a Registration Statement that may be available at with respect to such time Demand Registration has become effective and all of the Registrable Securities requested by the Requesting Holders and the Demanding Holders to be registered on behalf of the Demanding Requesting Holders and the Requesting Demanding Holders in on such Registration Statement have been sold, in accordance with Section 3.1 of this Agreement; provided further, that, notwithstanding any other provision of this Agreement to the contrary, the Initial Holders and EarlyBirdCapital Holders, on the one hand, and the Southland Holders, on the other hand, may each demand not more than two (2) Demand Registrations or Shelf Underwritten Offerings, and the Company shall not be obligated to participate in more than four (4) Demand Registrations or Shelf Underwritten Offerings, in any twelve (12)-month period.

Request for Registration. Subject to the provisions of subsection 2.2.5 2.1.4, subsection 2.1.6 and Sections Section 2.4 and 3.4 hereof, at any time and from time to time on or after the date the Closing DateCompany consummates the Business Combination, each of (ai) the Initial majority-in-interest of the Holders and EarlyBirdCapital Holders of at least a majority in interest of the then-outstanding number of Registrable Securities held by the Initial Holders and EarlyBirdCapital Holders (the “Initial-EBC Majority Demanding Holders”) and or (bii) the Southland Holders of at least Continuing Members holding a majority in interest of the then-outstanding number of Registrable Securities held by issued at the Southland Holders Effective Time to the holders of Series B Preferred Units (the “Southland Continuing Demanding Holders” and, together with the Majority Demanding Holders, the “Demanding Holders”), in each case with a total offering price reasonably expected to exceed, in the aggregate, the Minimum Demand Threshold, may make a written demand for Registration of all or part of their Registrable Securities, on (i) Form S-1 or (ii) if available, Form S-3, which in the case of either clause (i) or (ii), may be a shelf registration statement filed pursuant to Rule 415 under the Securities Act, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand demand, a “Demand Registration”). The Company shall, promptly following within ten (10) days of the Company’s receipt of a the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”) shall so notify the Company, in writing, within five (5) days after the receipt by the Holder of the notice from the Company. For the avoidance of doubt, to the extent a Requesting Holder also separately possesses Demand Registration rights pursuant to this Section 2.2, but is not the Holder who exercises such Demand Registration rights, the exercise by such Requesting Holder of its rights pursuant to the foregoing sentence shall not count as the exercise by it of one of its Demand Registration rights. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, subject to subsection 2.2.4 below, such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall use its commercially reasonable efforts to (a) file a registration statement on Form S-1 or Form S-3, as applicable, as soon thereafter as practicable, but not more than forty-five (45) days following the Company’s receipt of the Demand Registration, for Registration Statement in respect of all Registrable Securities requested by the Demanding Holders and Requesting Holders Holder(s) pursuant to such Demand Registration, not more than forty five (45) days immediately after the Company’s receipt of the Demand Registration, and (b) shall use its reasonable best efforts to cause effectiveness thereof as soon as practicable thereafter. The Under no circumstances shall the Company shall not be obligated to effect more than (A) an aggregate of three four (34) Registrations pursuant to a Demand Registration initiated by the Initial Holders and/or EarlyBirdCapital Holders and (B) an aggregate of six (6) Registrations pursuant to a Demand Registration initiated by the Southland one or more Holders, in each case under this subsection 2.2 with respect to any or all Registrable Securities; provided, however, that a Registration shall not be counted for such purposes unless a Registration Statement Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Demanding Holders and the Requesting Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1 of this Agreement; provided further, that, notwithstanding any other provision of this Agreement to the contrary, the Initial Holders and EarlyBirdCapital Holders, on the one hand, and the Southland Holders, on the other hand, may each demand not more than two (2) Demand Registrations or Shelf Underwritten Offerings, and the Company shall not be obligated to participate in more than four (4) Demand Registrations or Shelf Underwritten Offerings, in any twelve (12)-month period.

Request for Registration. Subject to the provisions of subsection 2.2.5 and Sections 2.4 and 3.4 hereofin accordance with this Agreement, at any time and from time to time on or after the date the Closing applicable Release Date, each of (a) the Initial Holders and EarlyBirdCapital Holders holders of at least a majority in interest 50% of the then-outstanding number of then Registrable Securities held by the Initial Holders and EarlyBirdCapital Holders (Investors or the “Initial-EBC Demanding Holders”) and (b) the Southland Holders of at least a majority in interest transferees of the then-outstanding number of Registrable Securities held by the Southland Holders (the “Southland Demanding Holders”)Investors, may make a written demand for Registration registration under the Securities Act of all or part of their Registrable Securities, on Securities (i) Form S-1 or (ii) if available, Form S-3, which in a “Demand Registration”). Any demand for a Demand Registration shall specify the case number of either clause (i) or (ii), may be a shelf registration statement filed pursuant to Rule 415 under the shares of Registrable Securities Act, which written demand shall describe the amount and type of securities proposed to be included in such Registration sold and the intended method(s) of distribution thereof (such written demand a “Demand Registration”)thereof. The Company shall, promptly following the Company’s receipt of a Demand Registration, notify, in writing, will notify all other Holders holders of demand registration rights and the Underwriters party to the Underwriter Registration Rights Agreement (the “IPO Underwriter”) (so long as said IPO Underwriter shall hold Registrable Securities as defined in the Underwriter Registration Rights Agreement) of such the demand, and each Holder holder of Registrable Securities who thereafter wishes to include all or a portion of such Holderholder’s Registrable Securities in a Registration pursuant to a the Demand Registration (each such Holder that includes all or a portion holder including shares of such Holder’s Registrable Securities in such Registrationregistration, a “Requesting Demanding Holder”) shall so notify the Company, Company in writing, writing within five fifteen (515) days after the receipt by the Holder holder of the notice from the Company. For the avoidance of doubt, An election by an IPO Underwriter to the extent become a Requesting Demanding Holder also separately possesses Demand Registration rights pursuant to this Section 2.2, but is not the Holder who exercises such Demand Registration rights, the hereunder shall be deemed an exercise by such Requesting Holder of its rights demand right pursuant to the foregoing sentence shall not count as Underwriter Registration Rights Agreement provided that all of the exercise Registrable Securities held by it of one of its Demand Registration rightsthe IPO Underwriter are included in such registration. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to request, the Company, subject to subsection 2.2.4 below, such Requesting Holder(s) Demanding Holders shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall use its commercially reasonable efforts to file a registration statement on Form S-1 or Form S-3, as applicable, as soon thereafter as practicable, but not more than forty-five (45) days following the Company’s receipt of the Demand Registration, for Registration of all Registrable Securities requested by subject to Section 2.1.4 and the Demanding Holders and Requesting Holders pursuant to such Demand Registrationprovisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than one (A1) an aggregate of three (3) Registrations pursuant to a Demand Registration initiated by the Initial Holders and/or EarlyBirdCapital Holders and (B) an aggregate of six (6) Registrations pursuant to a Demand Registration initiated by the Southland Holders, in each case under this subsection 2.2 with Section 2.1.1 in respect to any or all of Registrable Securities; provided. In addition, however, that a Registration shall not be counted for such purposes unless a Registration Statement that may be available at such time has become effective and all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Demanding Holders and the Requesting Holders in such Registration have been sold, in accordance with Section 3.1 of this Agreement; provided further, that, notwithstanding any other provision of this Agreement to the contrary, the Initial Holders and EarlyBirdCapital Holders, on the one hand, and the Southland Holders, on the other hand, may each demand not more than two (2) Demand Registrations or Shelf Underwritten Offerings, and the Company shall not be obligated to participate in more than four (4) effect any Demand Registrations or Shelf Underwritten OfferingsRegistration under this Section 2.1.1 if, within 20 days of receipt of a written demand for a Demand Registration, the Company agrees to purchase the Registrable Securities from the requesting Holders, in any twelve (12)-month periodthe case of the Warrants, at a price equal to the difference between the exercise price of the Warrants and the current Market Value on the date of the Demand Request and in the case of the Common Stock, at the Current Market Value on the date of the Demand Request.

Request for Registration. Subject to the provisions of subsection 2.2.5 subsections 2.1.4, 2.1.6 and Sections Section 2.4 and 3.4 hereof, at any time and from time to time after time, either (i) one or more Holders (other than the date the Closing Date, each of Sponsor or its affiliates or transferees) or (aii) the Initial Holders and EarlyBirdCapital Holders Sponsor or its affiliates or transferees, in either case of at least a majority in interest of the then-outstanding number of clause (i) or (ii) representing Registrable Securities held by with a total offering price reasonably expected to exceed, in the Initial Holders and EarlyBirdCapital Holders (aggregate, the “Initial-EBC Demanding Holders”) and (b) the Southland Holders of at least a majority in interest of the then-outstanding number of Registrable Securities held by the Southland Holders (the “Southland Demanding Holders”)Minimum Demand Threshold, may make a written demand for Registration of all or part of their Registrable Securities, on (i) Form S-1 or (ii) if available, Form S-3, which in the case of either clause (i) or (ii), may be a shelf registration statement filed pursuant to Rule 415 under the Securities Act, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand demand, a “Demand Registration” and such persons making such written demand, the “Demanding Holders”). The Company shall, promptly following within five days of the Company’s receipt of a the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”) shall so notify the Company, in writing, within five (5) days three Business Days after the receipt by the Holder of the notice from the Company. For the avoidance of doubt, to the extent a Requesting Holder also separately possesses Demand Registration rights pursuant to this Section 2.2, but is not the Holder who exercises such Demand Registration rights, the exercise by such Requesting Holder of its rights pursuant to the foregoing sentence shall not count as the exercise by it of one of its Demand Registration rights. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, subject to subsection 2.2.4 below, such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall use its commercially reasonable efforts to file a registration statement on Form S-1 or Form S-3, as applicableeffect, as soon thereafter as practicable, but not more than forty-forty five (45) days following immediately after the Company’s receipt of the Demand Registration, for the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. The Under no circumstances shall the Company shall not be obligated to effect more than an (Ax) aggregate of three Registrations pursuant to a Demand Registration initiated by one or more Holders (other than the Sponsor or its affiliates or transferees) and (y) an aggregate of three (3) Registrations pursuant to a Demand Registration initiated by the Initial Holders and/or EarlyBirdCapital Holders and (B) an aggregate of six (6) Registrations pursuant to a Demand Registration initiated by the Southland HoldersSponsor or its affiliates or transferees, in each case under this subsection 2.2 2.1.1 with respect to any or all Registrable Securities; provided, however, that a Registration shall not be counted for such purposes unless a Registration Statement Form S-1 or any similar long-form registration statement that may be available at such time has become effective and all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Demanding Holders and the Requesting Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1 of this Agreement; provided provided, further, thatthat an Underwritten Shelf Takedown shall not count as a Demand Registration. For the avoidance of doubt, notwithstanding any other provision each of this Agreement to (i) the contrary, holders of a majority-in-interest of the Initial Registrable Securities held by the Holders and EarlyBirdCapital Holders, on (ii) the one hand, and the Southland Holders, on the other hand, may each demand not more than two (2) Sponsor shall be permitted to exercise a Demand Registrations or Shelf Underwritten Offerings, and the Company shall not be obligated Registration pursuant to participate in more than four (4) Demand Registrations or Shelf Underwritten Offerings, in any twelve (12)-month periodthis subsection 2.1.1 with respect to their Registrable Securities.

Request for Registration. Subject to the provisions of subsection 2.2.5 2.1.4 and Sections Section 2.4 and 3.4 hereof, at any time and from time to time on or after the date the Closing DateCompany consummates the Business Combination, each of (ai) the Initial Holders and EarlyBirdCapital Holders of at least a majority in interest fifteen percent (15%) of the then-outstanding number of Registrable Securities held by the Initial Holders and EarlyBirdCapital Holders Securities, or (ii) BTIG (the “Initial-EBC Demanding Holders”) and (b) the Southland Holders of at least a majority in interest of the then-outstanding number of Registrable Securities held by the Southland Holders (the “Southland Demanding Holders”), may make a written demand for Registration of all or part of their Registrable Securities, on (i) Form S-1 or (ii) if available, Form S-3, which in the case of either clause (i) or (ii), may be a shelf registration statement filed pursuant to Rule 415 under the Securities Act, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). The Company shall, promptly following within five (5) days of the Company’s receipt of a the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”) shall so notify the Company, in writing, within five three (53) business days after the receipt by the Holder of the notice from the Company. For the avoidance of doubt, to the extent a Requesting Holder also separately possesses Demand Registration rights pursuant to this Section 2.2, but is not the Holder who exercises such Demand Registration rights, the exercise by such Requesting Holder of its rights pursuant to the foregoing sentence shall not count as the exercise by it of one of its Demand Registration rights. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, subject to subsection 2.2.4 below, such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall use its commercially reasonable efforts to file a registration statement on Form S-1 or Form S-3, as applicableeffect, as soon thereafter as practicable, but not more than forty-forty five (45) days following immediately after the Company’s receipt of the Demand Registration, for the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. The Under no circumstances shall the Company shall not be obligated to effect more than (A) an aggregate of three (3) Registrations pursuant to a Demand Registration initiated by the Initial Holders and/or EarlyBirdCapital Holders and (B) an aggregate of six (6) Registrations pursuant to a Demand Registration initiated by the Southland Holders, in each case under this subsection 2.2 2.1.1 with respect to any or all Registrable Securities, including one (1) Demand Registration on behalf of BTIG and its designees; provided, however, that a Registration shall not be counted for such purposes unless a Registration Statement Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Demanding Holders and the Requesting Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1 of this Agreement; provided provided, further, that, notwithstanding any other provision of this Agreement to the contrary, the Initial Holders and EarlyBirdCapital Holders, on the one hand, and the Southland Holders, on the other hand, may each demand not more than two (2) Demand Registrations or that an Underwritten Shelf Underwritten Offerings, and the Company Takedown shall not be obligated to participate in more than four (4) count as a Demand Registrations or Shelf Underwritten Offerings, in any twelve (12)-month periodRegistration.

Request for Registration. Subject to the provisions of subsection 2.2.5 2.1.4 and Sections Section 2.4 and 3.4 hereof, at any time and from time to time after the date the Closing Date, each of (a) the Initial Holders and EarlyBirdCapital Existing Holders of at least a majority in majority-in-interest of then then-outstanding number of Registrable Securities held by the Existing Holders, (b) the New Holders of at least a majority-in-interest of the then-outstanding number of Registrable Securities held by the Initial Holders and EarlyBirdCapital Holders New Holders, or (c) the Savanna New Holder, (the “Initial-EBC Demanding Holders”) and (b) the Southland Holders of at least a majority in interest of the then-outstanding number of Registrable Securities held by the Southland Holders (the “Southland Demanding Holders”), in each case, may make a written demand for Registration of all or a part of their Registrable Securities, on (i) Form S-1 or (ii) if available, Form S-3, which in the case of either clause (i) or (ii), may be a shelf registration statement filed pursuant to Rule 415 under the Securities Act, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”); provided that no Holder (other than the Savanna New Holder) may make a Demand Registration during the period starting on the date hereof and ending on the date six months after the date hereof (the “Savanna New Holder Exclusivity Period”). The Company shall, promptly following within ten (10) days of the Company’s receipt of a the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”) shall so notify the Company, in writing, within five (5) days after the receipt by the Holder of the notice from the Company. For ; provided, that during the avoidance Savanna New Holder Exclusivity Period, no Holder other than the Savanna New Holder shall have the right to include any portion of doubt, to the extent such Holder’s Registrable Securities in a Requesting Holder also separately possesses Demand Registration rights pursuant to this Section 2.2, but is not the Holder who exercises such Demand Registration rights, the exercise by such Requesting Holder of its rights pursuant to the foregoing sentence shall not count as the exercise by it of one of its Demand Registration rightsRegistration. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, subject to subsection 2.2.4 below, such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall use its commercially reasonable efforts to file a registration statement on Form S-1 or Form S-3, as applicableeffect, as soon thereafter as practicable, but not more than forty-forty five (45) days following immediately after the Company’s receipt of the Demand Registration, for the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. The Under no circumstances shall the Company shall not be obligated to effect more than (Ax) an aggregate of three (3) Registrations pursuant to a Demand Registration initiated by the Initial Existing Holders and/or EarlyBirdCapital under this subsection 2.1.1 with respect to any or all Registrable Securities held by such Existing Holders and (By) an aggregate of six three (63) Registrations pursuant to a Demand Registration initiated by the Southland Holders, in each case New Holders under this subsection 2.2 2.1.1 with respect to any or all Registrable SecuritiesSecurities held by such New Holders; provided, however, that a Registration shall not be counted for such purposes unless a Registration Statement Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities requested by the Demanding Holders and the Requesting Holders to be registered on behalf of the Demanding Holders and the Requesting Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1 of this Agreement; provided further3.1. Notwithstanding the foregoing, that, notwithstanding any other provision of this Agreement to the contrary, the Initial Holders and EarlyBirdCapital Holders, on the one hand, and the Southland Holders, on the other hand, may each demand not more than two (2) Demand Registrations or Shelf Underwritten Offerings, and the Company shall not be obligated required to participate give effect to a Demand Registration from a Demanding Holder if the Company has registered Registrable Securities pursuant to a Demand Registration from such Demanding Holder (except if such Demanding Holder is the Savanna New Holder) in more than four the preceding one-hundred and fifty (4150) Demand Registrations or Shelf Underwritten Offerings, in any twelve (12)-month perioddays.

Request for Registration. Subject to the provisions of subsection 2.2.5 Section 2.2.4 and Sections 2.4 Section 3.4 and 3.4 hereofprovided that the Company does not have an effective Registration Statement pursuant to Section 2.1 covering Registrable Securities, at any time and from time to time after the date the Closing Date, each of (a) the Initial Holders and EarlyBirdCapital Holders of holding at least a majority in majority-in-interest of the then-outstanding number of Registrable Securities held by the Initial Holders and EarlyBirdCapital Holders (the “Initial-EBC Demanding Holders”) and (b) the Southland Holders of at least a majority in interest of the then-outstanding number of Registrable Securities held by the Southland Holders (the “Southland Demanding Holders”), may make a written demand for Registration of all or part of their Registrable Securities on (a) Form F-1, or such other form of registration statement as is then available to effect a registration for resale of such Registrable Securities, on (i) Form S-1 covering such Registrable Securities or (iib) if available, Form S-3F-3, which in the case of either clause (ia) or (iib), may be a shelf registration statement filed pursuant to Rule 415 under the Securities Act, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) methods of distribution thereof (such written demand a “Demand Registration”)) provided that such Holders reasonably expect to sell Registrable Securities yielding aggregate gross proceeds in excess of the Minimum Amount. The Company shall, promptly within ten (10) business days following the Company’s receipt of a Demand Registration, notify, in writing, writing all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”) shall so notify the Company, in writing, within five (5) business days after the receipt by the Holder of the notice from the Company. For the avoidance of doubt, to the extent a Requesting Holder also separately possesses Demand Registration rights pursuant to this Section 2.2, but is not the Holder who exercises such Demand Registration rights, the exercise by such Requesting Holder of its rights pursuant to the foregoing sentence shall not count as the exercise by it of one of its Demand Registration rights. Upon receipt by the Company of any such written notification from a Requesting Holder(s) Holder to the Company, subject to subsection Section 2.2.4 below, such Requesting Holder(s) Holder shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall use its commercially reasonable efforts to file a registration statement on Form S-1 or Form S-3, as applicablefile, as soon thereafter as practicable, but not more than forty-five (45) days following immediately after the Company’s receipt of the Demand Registration, for and the Company shall use reasonable best efforts to effect the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand RegistrationRegistration as soon as practicable. The Company shall not be obligated to effect more than (Ai) an aggregate of three (3) Registrations pursuant to a Demand Registration or an Underwritten Shelf Takedown initiated by the Initial Sponsor and other SPAC Holders and/or EarlyBirdCapital Holders (and their respective Permitted Transferees), as a group, and (Bii) an aggregate of six three (63) Registrations pursuant to a Demand Registration or an Underwritten Shelf Takedown initiated by the Southland HoldersFilament Holders (and their Permitted Transferees), as a group, in each case under Section 2.1.4 or this subsection 2.2 Section 2.2.1 with respect to any or all Registrable Securities; provided, however, that a Registration shall not be counted for such purposes unless a Registration Statement that may be available at such time has become effective and all of the Registrable Securities requested by the Demanding Holders and the Requesting Holders (or in the case of an Underwritten Shelf Takedown, the Shelf Demanding Holders and the Shelf Requesting Holders) to be registered on behalf of the Demanding Holders and the Requesting Holders (or in the case of an Underwritten Shelf Takedown, the Shelf Demanding Holders and the Shelf Requesting Holders) in such Registration have been sold, in accordance with Section 3.1 of this Agreement; provided further. Notwithstanding anything to the contrary in this Agreement, that, notwithstanding any other provision the IPO Underwriters may demand an Underwritten Offering pursuant to Section 2.1.4 or this Section 2.2.1 on only one (1) occasion and only during the period commencing on the date of this Agreement to the contraryand ending on August 12, the Initial Holders and EarlyBirdCapital Holders2026, on the one handand, and the Southland Holdersthereafter, on the other hand, may each demand not more than two (2) Demand Registrations will no longer have any rights under Section 2.1.4 or Shelf Underwritten Offerings, and the Company shall not be obligated to participate in more than four (4) Demand Registrations or Shelf Underwritten Offerings, in any twelve (12)-month periodthis Section 2.2.1.

Request for Registration. Subject to the provisions of subsection 2.2.5 and Sections 2.4 and 3.4 hereofhereof and provided that the Company does not have an effective Registration Statement pursuant to subsection 2.1.1 covering Registrable Securities, at any time and from time to time after the date the Closing Date, each of (a) the Initial Founders and Union II Holders and EarlyBirdCapital Holders of that collectively hold at least a majority in majority-in-interest of the then-outstanding number of Registrable Securities held by the Initial Holders Founders and EarlyBirdCapital Holders (the “Initial-EBC Demanding Union II Holders”) and , (b) the Southland Procaps Holders of (excluding IFC) that hold at least a majority in majority-in-interest of the then-outstanding number of Registrable Securities held by the Southland Procaps Holders (without taking into account the “Southland Demanding Holders”)Registrable Securities held by IFC or its Permitted Transferees) or (c) IFC, may make a written demand for Registration of all or part of their Registrable Securities, Securities on (i) Form S-1 F-1, or such other form of registration statement as is then available to effect a registration for resale of such Registrable Securities, covering such Registrable Securities or (ii) if available, Form S-3F-3, which in the case of either clause (i) or (ii), may be a shelf registration statement filed pursuant to Rule 415 under the Securities Act, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). The Company shall, promptly following the Company’s receipt of a Demand Registration, notify, in writing, writing all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “DR Requesting Holder”) shall so notify the Company, in writing, within five (5) business days after the receipt by the Holder of the notice from the Company. For the avoidance of doubt, to the extent a DR Requesting Holder also separately possesses Demand Registration rights pursuant to this Section 2.2, but is not the Holder who exercises such Demand Registration rights, the exercise by such DR Requesting Holder of its rights pursuant to the foregoing sentence shall not count as the exercise by it of one of its Demand Registration rights. Upon receipt by the Company of any such written notification from a DR Requesting Holder(s) to the Company, subject to subsection 2.2.4 below, such DR Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall use its commercially reasonable efforts to file a registration statement on Form S-1 or Form S-3, as applicableeffect, as soon thereafter as practicable, but not more than forty-forty five (45) days following immediately after the Company’s receipt of the Demand Registration, for the Registration of all Registrable Securities requested by the DR Demanding Holders and DR Requesting Holders pursuant to such Demand Registration. The Company shall not be obligated to effect more than (Aa) an aggregate of three (3) Registrations pursuant to a Demand Registration or a Shelf Underwritten Offering initiated by the Initial Holders Founders and/or EarlyBirdCapital Holders the Union II Holders, and (Bb) an aggregate of six three (63) Registrations pursuant to a Demand Registration or a Shelf Underwritten Offering initiated by the Southland Procaps Holders, in each case under subsection 2.1.3 or this subsection 2.2 2.2.1 with respect to any or all Registrable Securities; provided, however, that a Registration shall not be counted for such purposes unless a Registration Statement that may be available at such time has become effective and all of the Registrable Securities requested by the DR Demanding Holders and the DR Requesting Holders (or in the case of a Shelf Underwritten Offering, the SUO Demanding Holders and the SUO Requesting Holders) to be registered on behalf of the DR Demanding Holders and the DR Requesting Holders (or in the case of a Shelf Underwritten Offering, the SUO Demanding Holders and the SUO Requesting Holders) in such Registration have been sold, in accordance with Section 3.1 of this Agreement; provided further, that, notwithstanding any other provision of this Agreement to the contrary, the Initial Holders and EarlyBirdCapital Holders, on the one hand, and the Southland Holders, on the other hand, may each demand not more than two (2) Demand Registrations or Shelf Underwritten Offerings, and the Company shall not be obligated to participate in more than four (4) Demand Registrations or Shelf Underwritten Offerings, in any twelve (12)-month period.